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EXHIBIT 10.1

                                CREDIT AGREEMENT

         THIS CREDIT AGREEMENT, dated as of May 1, 2002, among the following:

         (i)   STONERIDGE, INC., an Ohio corporation (herein, together with its
successors and assigns, the "Company");

         (ii)  each foreign subsidiary of the Company that becomes a Borrower
hereunder pursuant to the provisions of section 8.15 (the "Foreign Subsidiary
Borrowers");

         (iii) the lending institutions signatory hereto (each a "Lender" and
collectively, the "Lenders");

         (iv)  NATIONAL CITY BANK, a national banking association, as the
administrative agent (the "Administrative Agent"), a Joint Lead Arranger, and as
the collateral agent (the "Collateral Agent"); and

         (v)   DEUTSCHE BANK SECURITIES, INC., as a Joint Lead Arranger; and

         (vi)  COMERICA BANK and PNC BANK, NATIONAL ASSOCIATION, as the
Co-Documentation Agents (the "Co-Documentation Agents")

         PRELIMINARY STATEMENTS:

         (1)   Unless otherwise defined herein, all capitalized terms used
herein and defined in section 1 are used herein as so defined.

         (2)   The credit facilities provided for herein have been arranged for
the Borrowers by National City Bank, a national banking association, and
Deutsche Bank Securities Inc. (collectively, the "Joint Lead Arrangers").

         (3)   The Borrowers have applied to the Lenders for credit facilities
in order to refinance existing indebtedness, support working capital needs, and
provide funds for general corporate purposes.

         (4)   Subject to and upon the terms and conditions set forth herein,
the Lenders are willing to make available to the Borrowers the credit facilities
provided for herein.

         NOW, THEREFORE, it is agreed:

         SECTION 1. DEFINITIONS AND TERMS.

         1.1   Certain Defined Terms. As used herein, the following terms shall
have the meanings herein specified unless the context otherwise requires.
Defined terms in this Agreement shall include in the singular number the plural
and in the plural the singular:

         "Acquisition" shall mean and include (i) any acquisition on a going
concern basis (whether by purchase, lease or otherwise) of any facility and/or
business operated by any person who is not a Subsidiary of the Company, and (ii)
acquisitions of a majority of the outstanding equity or other similar interests
in any such person (whether by merger, stock purchase or otherwise).

         "Additional Security Document" shall have the meaning provided in
section 8.12(a).

         "Adjusted Eurocurrency Rate" shall mean with respect to each Interest
Period for a Eurocurrency Loan, (A) either (i) the rate per annum for deposits
in Dollars or in an Alternative Currency for a maturity most nearly

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comparable to such Interest Period which appears on Page 3740 or 3750, as
applicable, of the Dow Jones Telerate Screen as of 11:00 A.M. (local time at the
Notice Office) on the date which is two Business Days prior to the commencement
of such Interest Period, or (ii) if such a rate does not appear on such a page,
an interest rate per annum equal to the average (rounded to the nearest 1/16/th/
of 1% per annum, if such average is not such a multiple) of the rate per annum
at which deposits in Dollars or in an Alternative Currency are offered to each
of the Reference Banks by prime banks in the London interbank Eurocurrency
market for deposits of amounts in same day funds comparable to the outstanding
principal amount of the Eurocurrency Loan for which an interest rate is then
being determined with maturities comparable to the Interest Period to be
applicable to such Eurocurrency Loan, determined as of 11:00 A.M. (London time)
on the date which is two Business Days prior to the commencement of such
Interest Period, in each case divided (and rounded to the nearest 1/16/th/ of
1%) by (B) a percentage equal to 100% minus the then stated maximum rate of all
reserve requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves and without benefit of credits for
proration, exceptions or offsets which may be available from time to time)
applicable to any member bank of the Federal Reserve System in respect of
Eurocurrency liabilities as defined in Regulation D (or any successor category
of liabilities under Regulation D); provided, however, that in the event that
the rate referred to in clause (i) above is not available at any such time for
any reason, then the rate referred to in clause (i) shall instead be the average
(rounded to the nearest 1/16/th/ of 1%) of the rates at which Dollar deposits of
$5,000,000 are offered to the Reference Banks in the London interbank market at
approximately 11:00 a.m. (London time), two Business Days prior to the
commencement of such Interest Period, for contracts which would be entered into
at the commencement of such Interest Period.

         "Administrative Agent" shall have the meaning provided in the first
paragraph of this Agreement and shall include any successor to the
Administrative Agent appointed pursuant to section 11.9.

         "Administrative Questionnaire" shall mean an Administrative
Questionnaire in a form supplied to the Lenders by the Administrative Agent and
completed by each Lender.

         "Affiliate" shall mean, with respect to any person, any other person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with such person. A person shall be deemed to control a second
person if such first person possesses, directly or indirectly, the power (i) to
vote 10% or more of the securities having ordinary voting power for the election
of directors or managers of such second person or (ii) to direct or cause the
direction of the management and policies of such second person, whether through
the ownership of voting securities, by contract or otherwise. Notwithstanding
the foregoing, (x) a director, officer or employee of a person shall not, solely
by reason of such status, be considered an Affiliate of such person; and (y)
neither the Administrative Agent nor any Lender shall in any event be considered
an Affiliate of the Company or any other Credit Party or any of their respective
Subsidiaries.

         "Agent" shall mean the Administrative Agent or the Collateral Agent, as
applicable.

         "Agreement" shall mean this Credit Agreement, as the same may be
amended, restated, amended and restated, supplemented or otherwise modified from
time to time.

         "Alternative Currency" shall mean and include any lawful currency other
than Dollars which is (i) readily and freely transferable and convertible into
Dollars, and (ii) is acceptable to the Revolving Lenders and any applicable
Letter of Credit Issuer.

         "Alternative Currency Sublimit" shall mean $50,000,000 (determined at
the equivalent amount in Dollars for each Loan denominated in Alternative
Currency).

         "Applicable Commitment Fee Rate" shall have the meaning provided in
section 4.1(a).

         "Applicable Eurocurrency Margin" shall have the meaning provided in
section 2.7(h).

         "Applicable Lending Office" shall mean, with respect to each Lender,
(i) such Lender's Domestic Lending Office in the case of Borrowings consisting
of Prime Rate Loans or in the case of Borrowings of Swing Line Loans, and (ii)
such Lender's Eurocurrency Lending Office in the case of Borrowings consisting
of Eurocurrency Loans. A Revolving Lender that makes a Revolving Loan
denominated in an Alternative Currency may, in addition, by notice

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to the Administrative Agent designate a branch, affiliate or correspondent
office as its applicable lending office with respect to Revolving Loans
denominated in that Alternative Currency.

         "Applicable Prime Rate Margin" shall have the meaning provided in
section 2.7(h).

         "Applicable Utilization Fee Rate" shall have the meaning provided in
section 4.1(a).

         "Approved Fund" means, with respect to any Lender that is a fund that
invests in bank loans, any other fund that invests in commercial loans and is
managed or advised by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

         "Asset Sale" shall mean the sale, transfer or other disposition
(including by means of Sale and Lease-Back Transactions, and by means of
mergers, consolidations, and liquidations of a corporation, partnership or
limited liability company of the interests therein of the Company or any
Subsidiary) by the Company or any Subsidiary to any person other than the
Company or any Subsidiary of any of their respective assets, provided that the
term Asset Sale specifically excludes (i) any sales, transfers or other
dispositions of inventory, or obsolete or excess furniture, fixtures, equipment
or other property, real or personal, tangible or intangible, in each case in the
ordinary course of business, and (ii) any Event of Loss.

         "Assignment Agreement" shall mean an Assignment Agreement substantially
in the form of Exhibit E hereto.

         "Augmenting Revolving Lender" shall have the meaning provided in
section 2.1(d).

         "Authorized Officer" shall mean any officer or employee of the Company
designated as such in writing to the Administrative Agent by the Company.

         "Bankruptcy Code" shall have the meaning provided in section 10.1(h).

         "Borrower" shall mean each of the Company and each Foreign Subsidiary
of the Company that becomes a Foreign Subsidiary Borrower pursuant to section
8.15, or any of them, as the case may be, and "Borrowers" shall mean any of
them.

         "Borrowing" shall mean a Revolving Borrowing, a Swing Line Borrowing,
or a Term Borrowing, as the case may be.

         "Business Day" shall mean (i) for all purposes other than as covered by
clause (ii) below, any day excluding Saturday, Sunday and any day which is, in
the city in which the Payment Office is located, a legal holiday or a day on
which banking institutions are authorized by law or other governmental actions
to close and (ii) with respect to all notices and determinations in connection
with, and payments of principal and interest on, Eurocurrency Loans, any day
which is a Business Day described in clause (i) and which is also a day for
trading by and between banks in Dollar deposits or Alternative Currency in the
interbank Eurocurrency market.

         "Capital Lease" as applied to any person shall mean any lease of any
property (whether real, personal or mixed) by that person as lessee which, in
conformity with GAAP, is accounted for as a capital lease on the balance sheet
of that person.

         "Capitalized Lease Obligations" shall mean all obligations under
Capital Leases of the Company or any of its Subsidiaries, in each case taken at
the amount thereof accounted for as liabilities identified as "capital lease
obligations" (or any similar words) on a consolidated balance sheet of the
Company and its Subsidiaries prepared in accordance with GAAP.

         "Cash Equivalents" shall mean any of the following:

                  (i)   securities issued or directly and fully guaranteed or
         insured by the United States of America or any agency or
         instrumentality thereof (provided that the full faith and credit of the
         United

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         States of America is pledged in support thereof) having maturities of
         not more than one year from the date of acquisition;

                  (ii)  Dollar denominated time deposits, certificates of
         deposit and bankers' acceptances of (x) any Lender or (y) any bank
         whose short-term commercial paper rating from S&P is at least A-1 or
         the equivalent thereof or from Moody's is at least P-1 or the
         equivalent thereof (any such bank, an "Approved Bank"), in each case
         with maturities of not more than three months from the date of
         acquisition;

                  (iii) commercial paper issued by any Lender or Approved Bank
         or by the parent company of any Lender or Approved Bank and commercial
         paper issued by, or guaranteed by, any industrial or financial company
         with a short- term commercial paper rating of at least A-1 or the
         equivalent thereof by S&P or at least P-1 or the equivalent thereof by
         Moody's, or guaranteed by any industrial company with a long term
         unsecured debt rating of at least A or A2, or the equivalent of each
         thereof, from S&P or Moody's, as the case may be, and in each case
         maturing within 90 days after the date of acquisition;

                  (iv)  investments in money market funds substantially all the
         assets of which are comprised of securities of the types described in
         clauses (i) through (iii) above;

                  (v)   investments in money market funds access to which is
         provided as part of "sweep" accounts maintained with a Lender or an
         Approved Bank;

                  (vi)  investments in industrial development revenue bonds
         which (i) "re-set" interest rates not less frequently than quarterly,
         (ii) are entitled to the benefit of a remarketing arrangement with an
         established broker dealer, and (iii) are supported by a direct pay
         letter of credit covering principal and accrued interest which is
         issued by an Approved Bank; and

                  (vii) investments in pooled funds or investment accounts
         consisting of investments of the nature described in the foregoing
         clause (vi).

         "Cash Proceeds" shall mean, with respect to (i) any Asset Sale, the
aggregate cash payments (including any cash received by way of deferred payment
pursuant to a note receivable issued in connection with such Asset Sale, other
than the portion of such deferred payment constituting interest, but only as and
when so received) received by the Company and/or any Subsidiary from such Asset
Sale, and (ii) any Event of Loss, the aggregate cash payments, including all
insurance proceeds and proceeds of any award for condemnation or taking,
received in connection with such Event of Loss.

         "CERCLA" shall mean the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as the same may be amended from time to
time, 42 U.S.C. (S)9601 et seq.

         "Change of Control" shall mean and include any of the following:

                  (i)   during any period of two consecutive calendar years,
         individuals who at the beginning of such period constituted the
         Company's Board of Directors (together with any new directors (x) whose
         election by the Company's Board of Directors was, or (y) whose
         nomination for election by the Company's shareholders was (prior to the
         date of the proxy or consent solicitation relating to such nomination),
         approved by a vote of at least two-thirds of the directors then still
         in office who either were directors at the beginning of such period or
         whose election or nomination for election was previously so approved),
         cease for any reason to constitute a majority of the directors then in
         office;

                  (ii)  any person or group (as such term is defined in section
         13(d)(3) of the 1934 Act), other than the Company, any trustee or other
         fiduciary holding securities under an employee benefit plan of the
         Company, or any members of the Current Holder Group, acquires, directly
         or indirectly, beneficial ownership (within the meaning of Rule 13d-3
         and 13d-5 of the 1934 Act) of more than 50%, on a fully diluted basis,
         of the economic or voting interest in the Company's capital stock;

                  (iii) the shareholders of the Company approve a merger or
         consolidation of the Company with any other person, other than a merger
         or consolidation which would result in the voting securities of the

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         Company outstanding immediately prior thereto continuing to represent
         (either by remaining outstanding or by being converted or exchanged for
         voting securities of the surviving or resulting entity) more than 75%
         of the combined voting power of the voting securities of the Company or
         such surviving or resulting entity outstanding after such merger or
         consolidation;

                  (iv) the shareholders of the Company approve a plan of
         complete liquidation of the Company or an agreement or agreements for
         the sale or disposition by the Company of all or substantially all of
         the Company's assets; and/or

                  (v)  any "change in control" or any similar term as defined in
         (a) the Public Note Documents, or (b) any of the indentures, credit
         agreements or other instruments governing any Indebtedness of the
         Company or any of its Subsidiaries with an outstanding principal
         amount, or providing for commitments to lend in an outstanding
         principal amount, of at least $10,000,000 (or the equivalent amount in
         any other currency).

As used in this definition, the term "Current Holder Group" shall mean (i) Max
Draime, (ii) those other persons who are officers and directors of the Company
at the Effective Date, (iii) the spouses, heirs, legatees, descendants and blood
relatives to the third degree of consanguinity of any such person, (iv) the
executors and administrators of the estate of any such person, and any court
appointed guardian of any such person, and (v) any trust, family partnership or
similar investment entity for the benefit of any such person referred to in the
foregoing clauses (i), (ii) and (iii) or any other persons (including for
charitable purposes), so long as one or more members of the Current Holder Group
has the exclusive or a joint right to control the voting and disposition of
securities held by such trust, family partnership or other investment entity.

         "Closing Date" shall mean the date, on or after the Effective Date,
upon which the conditions specified in section 6.1 are satisfied.

         "Closing Date Mortgaged Property" shall have the meaning provided in
section 6.1(l).

         "Closing Date Mortgage Policy" shall have the meaning provided in
section 6.1(l).

         "Closing Date Mortgages" shall have the meaning provided in section
6.1(c).

         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and the regulations promulgated and the rulings issued thereunder.
Section references to the Code are to the Code, as in effect at the Effective
Date and any subsequent provisions of the Code, amendatory thereof, supplemental
thereto or substituted therefor.

         "Collateral" shall mean any collateral covered by any Security
Document.

         "Collateral Agent" shall mean the Administrative Agent acting as
Collateral Agent for the Lenders pursuant to the Security Documents.

         "Commitment" shall mean, with respect to each Lender, its Term
Commitment, if any, its Revolving Commitment, if any, its Swing Line Commitment,
if any, or any or all of such Commitments of a Lender, as applicable.

         "Commitment Fee" shall have the meaning provided in section 4.1(a).

         "Consolidated Amortization Expense" shall mean, for any period, all
amortization expenses of the Company and its Subsidiaries, all as determined for
the Company and its Subsidiaries on a consolidated basis in accordance with
GAAP.

         "Consolidated Capital Expenditures" shall mean, for any period, the
aggregate of all expenditures (whether paid in cash or accrued as liabilities
and including in all events amounts expended or capitalized under Capital Leases
but excluding any amount representing capitalized interest) by the Company and
its Subsidiaries

                                       5

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during that period that, in conformity with GAAP, are or are required to be
included in the property, plant or equipment reflected in the consolidated
balance sheet of the Company and its Subsidiaries.

         "Consolidated Cash Income Tax Expense" shall mean, for any period, all
provisions for taxes based on the net income of the Company or any of its
Subsidiaries (including, without limitation, any additions to such taxes, and
any penalties and interest with respect thereto) to the extent actually paid in
cash net of any cash refunds with respect to taxes actually received on a
Consolidated basis and in accordance with GAAP.

         "Consolidated Cash Interest Expense" shall mean, for any period,
Consolidated Interest Expense to the extent actually paid in cash.

         "Consolidated Depreciation Expense" shall mean, for any period, all
depreciation expenses of the Company and its Subsidiaries, all as determined for
the Company and its Subsidiaries on a consolidated basis in accordance with
GAAP.

         "Consolidated EBIT" shall mean, for any period, Consolidated Net Income
for such period; plus, without duplication, (A) the sum of the amounts for such
period included in determining such Consolidated Net Income of (i) Consolidated
Interest Expense, (ii) Consolidated Income Tax Expense, (iii) amortization or
write-off of deferred financing costs and charges for prepayment penalties on
prepayment of Indebtedness, (iv) impairment charges against goodwill, and (v)
out-of-pocket fees and expenses incurred in connection with the closing of the
transactions contemplated hereby, including, without limitation, fees and
expenses incurred in connection with the termination of any Hedge Agreements
existing on the date hereof; less (B) gains on sales of assets and other
extraordinary gains and other non-recurring non-cash gains; all as determined
for the Company and its Subsidiaries on a consolidated basis in accordance with
GAAP, except that in computing Consolidated Net Income for purposes of this
definition, there shall be excluded therefrom (x) the income, (or loss) of any
entity (other than Wholly-Owned Subsidiaries of the Company) in which the
Company or any of its Subsidiaries has a joint, minority or other equity
interest, except to the extent of the amount of dividends or other distributions
actually paid to the Company or any of its Wholly-Owned Subsidiaries during such
period, and (y) the income of any Subsidiary of the Company to the extent that
the declaration or payment of dividends or similar distributions by that
Subsidiary of that income is not at the time permitted by operation of the terms
of its charter or any agreement, instrument, judgment, decree, order, statute,
rule or governmental regulation applicable to that Subsidiary.

         "Consolidated EBITDA" shall mean, for any period, Consolidated EBIT for
such period; plus the sum (without duplication) of the amounts for such period
included in determining such Consolidated EBIT of (i) Consolidated Depreciation
Expense, and (ii) Consolidated Amortization Expense, all as determined for the
Company and its Subsidiaries on a consolidated basis in accordance with GAAP.

         "Consolidated Income Tax Expense" shall mean, for any period, all
provisions for taxes based on the net income of the Company or any of its
Subsidiaries (including, without limitation, any additions to such taxes, and
any penalties and interest with respect thereto), all as determined for the
Company and its Subsidiaries on a consolidated basis in accordance with GAAP.

         "Consolidated Interest Expense" shall mean, for any period, total
interest expense (including that which is capitalized, that which is
attributable to Capital Leases and the pre-tax equivalent of dividends payable
on Redeemable Stock) of the Company and its Subsidiaries on a consolidated basis
with respect to all outstanding Indebtedness of the Company and its Subsidiaries
including, without limitation, all commissions, discounts and other fees and
charges owed with respect to letters of credit and net costs under Hedge
Agreements, but excluding, however, (i) any amortization or write-off of
deferred financing costs and (ii) any charges for prepayment penalties or make
whole provisions incurred in connection with the closing of the transactions
contemplated hereby.

         "Consolidated Net Income" shall mean, for any period, the net income
(or loss), without deduction for minority interests, of the Company and its
Subsidiaries on a consolidated basis for such period taken as a single
accounting period determined in conformity with GAAP.

         "Consolidated Net Working Capital" shall mean current assets (excluding
cash and Cash Equivalents), minus current liabilities, all as determined for the
Company and its Subsidiaries on a consolidated basis in accordance with GAAP.

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         "Consolidated Net Worth" shall mean, at any date of determination, all
amounts which, in conformity with GAAP, would be included under the caption
"total stockholders' equity" (or any like caption) on a consolidated balance
sheet of the Company as at such date, provided that in no event shall
Consolidated Net Worth include any amounts in respect of Redeemable Stock.

         "Consolidated Total Assets" shall mean with respect to any person at
any date of determination the net book value of all assets which would, in
conformity with GAAP, appear on a consolidated balance sheet of such person and
its consolidated Subsidiaries at such date.

         "Consolidated Total Debt" shall mean the sum (without duplication) of
all Indebtedness of the Company and of each of its Subsidiaries, all as
determined on a consolidated basis; provided that Consolidated Total Debt shall
be computed without regard to (i) the Company's existing synthetic lease
transaction involving property initially valued at $10,600,000, and (ii) net
obligations under Hedge Agreements.

         "Continue", "Continuation" and "Continued" each refers to a
continuation of Eurocurrency Loans for an additional Interest Period as provided
in section 2.8.

         "Convert", "Conversion" and "Converted" each refers to a conversion of
Loans of one Type into Loans of another Type, pursuant to section 2.6, 2.8(b),
2.9 or 5.2.

         "Credit Documents" shall mean this Agreement, the Notes, the Subsidiary
Guaranty, the Security Documents and any Letter of Credit Document.

         "Credit Event" shall mean the making of any Loans and/or the issuance,
increase or extension of any Letter of Credit.

         "Credit Party" shall mean the Company, each Foreign Subsidiary Borrower
and each of the Company's Subsidiaries and Affiliates which is a party to any
Credit Document.

         "Default" shall mean any event, act or condition which with notice or
lapse of time, or both, would constitute an Event of Default.

         "Defaulting Lender" shall mean any Lender with respect to which a
Lender Default is in effect.

         "Designated Hedge Agreement" shall mean any Hedge Agreement entered
into by the Company or any of its Subsidiaries with a Lender or an Affiliate of
a Lender, provided that the Hedge Agreement is permitted under section 8.10
hereof, and provided further that in the case of a Hedge Agreement described in
clause (i) of the definition thereof, the Hedge Agreement relates to the
Obligations of the Credit Parties under this Agreement or the Notes or any other
Indebtedness of the Company or its Subsidiaries with the prior written consent
of the Administrative Agent.

         "Dollars", "U.S. dollars" and the sign "$" each means lawful money of
the United States.

         "Domestic Lending Office" shall mean, with respect to any Lender, the
office of such Lender specified as its Domestic Lending Office in its
Administrative Questionnaire or in the Assignment Agreement pursuant to which it
became a Lender, or such other office of such Lender as such Lender may from
time to time specify to the Company and the Administrative Agent.

         "Domestic Subsidiary" shall mean any Subsidiary organized under the
laws of the United States of America, any State thereof, the District of
Columbia, or any United States possession, the chief executive office and
principal place of business of which is located in, and which conducts the
majority of its business within, the United States of America and its
territories and possessions.

         "Effective Date" shall have the meaning provided in section 13.10.

         "Election to Participate" shall mean an election to participate in
substantially the form of Exhibit G.

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         "Election to Terminate" shall mean an election to terminate
substantially in the form of Exhibit H.

         "Eligible Transferee" shall mean and include a commercial bank,
financial institution or other "accredited investor" (as defined in SEC
Regulation D), in each case which

                  (i)  is not disapproved in writing by the Company in a notice
         given to a requesting Lender and the Administrative Agent, specifying
         the reasons for such disapproval, within five Business Days following
         the giving of notice to the Company of the identity of any proposed
         transferee (any such disapproval by the Company must be reasonable),
         provided that the Company shall not be entitled to exercise the
         foregoing right of disapproval if and so long as any Event of Default
         has occurred and is continuing, and provided, further, that for
         purposes of transfers by the initial Lender or Lenders hereunder on or
         prior to the Syndication Date, those specific or types of financial
         institutions which the Administrative Agent has identified to the
         Company prior to the Effective Date as potential Lenders hereunder and
         which the Company indicated at such time were acceptable to it, shall
         be considered Eligible Transferees; and

                  (ii) is not a direct competitor of the Company or engaged in
         the same or similar principal lines of business as the Company and its
         Subsidiaries considered as a whole, or is not an Affiliate of any such
         competitor of the Company and its Subsidiaries.

         "Environmental Claims" shall mean any and all administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens,
notices of non-compliance or violation, investigations or proceedings relating
in any way to any Environmental Law or any permit issued under any such law
(hereafter "Claims"), including, without limitation, (i) any and all Claims by
governmental or regulatory authorities for enforcement, cleanup, removal,
response, remedial or other actions or damages pursuant to any applicable
Environmental Law, and (ii) any and all Claims by any third party seeking
damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from the storage, treatment or Release (as defined
in CERCLA) of any Hazardous Materials or arising from alleged injury or threat
of injury to health, safety or the environment.

         "Environmental Law" shall mean any applicable Federal, state, foreign
or local statute, law, rule, regulation, ordinance, code, binding and
enforceable guideline, binding and enforceable written policy and rule of common
law now or hereafter in effect and in each case as amended, and any binding and
enforceable judicial or administrative interpretation thereof, including any
judicial or administrative order, consent, decree or judgment issued to or
rendered against the Company or any of its Subsidiaries relating to the
environment, employee health and safety or Hazardous Materials, including,
without limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, 33
U.S.C. (S)2601 et seq.; the Clean Air Act, 42 U.S.C. (S)7401 et seq.; the Safe
Drinking Water Act, 42 U.S.C. (S)3803 et seq.; the Oil Pollution Act of 1990, 33
U.S.C. (S)2701 et seq.; the Emergency Planning and the Community Right-to-Know
Act of 1986, 42 U.S.C. (S)11001 et seq., the Hazardous Material Transportation
Act, 49 U.S.C. (S)1801 et seq. and the Occupational Safety and Health Act, 29
U.S.C. (S)651 et seq. (to the extent it regulates occupational exposure to
Hazardous Materials); and any state and local or foreign counterparts or
equivalents, in each case as amended from time to time.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended from time to time, and the regulations promulgated and rulings issued
thereunder. Section references to ERISA are to ERISA, as in effect at the
Effective Date and any subsequent provisions of ERISA, amendatory thereof,
supplemental thereto or substituted therefor.

         "ERISA Affiliate" shall mean each person (as defined in section 3(9) of
ERISA) which together with the Company or a Subsidiary of the Company would be
deemed to be a "single employer" (i) within the meaning of section 414(b),(c),
(m) or (o) of the Code or (ii) as a result of the Company or a Subsidiary of the
Company being or having been a general partner of such person.

         "Eurocurrency Lending Office" shall mean, with respect to any Lender,
the office of such Lender specified as its Eurocurrency Lending Office in its
Administrative Questionnaire or in the Assignment Agreement pursuant to which it
became a Lender, or such other affiliate, branch or office or offices for
Eurocurrency Loans (denominated in Dollars or an Alternative Currency) of such
Lender as such Lender may from time to time specify to the Company and the
Administrative Agent.

                                       8

<PAGE>

         "Eurocurrency Loans" shall mean each Loan bearing interest at the rates
provided in section 2.7(b).

         "Event of Default" shall have the meaning provided in section 10.1.

         "Event of Loss" shall mean, with respect to any property, (i) the
actual or constructive total loss of such property or the use thereof, resulting
from destruction, damage beyond repair, or the rendition of such property
permanently unfit for normal use from any casualty or similar occurrence
whatsoever, (ii) the destruction or damage of a portion of such property from
any casualty or similar occurrence whatsoever under circumstances in which such
damage cannot reasonably be expected to be repaired, or such property cannot
reasonably be expected to be restored to its condition immediately prior to such
destruction or damage, within 90 days after the occurrence of such destruction
or damage, (iii) the condemnation, confiscation or seizure of, or requisition of
title to or use of, any property, or (iv) in the case of any property located
upon a Leasehold, the termination or expiration of such Leasehold.

         "Excess Cash Flow" shall mean, for any period, the excess of (i)
Consolidated EBITDA for such period, over (ii) the sum for such period of
(without duplication) (A) Consolidated Cash Interest Expense, (B) Consolidated
Cash Income Tax Expense, (C) Consolidated Capital Expenditures, (D) the
increase, if any, in Consolidated Net Working Capital, (E) scheduled or
mandatory repayments, prepayments or redemptions of the principal of
Indebtedness (including required reductions in committed credit facilities) and
the stated or liquidation value of Redeemable Stock and (F) without duplication
of any amount included under the preceding clause (E), scheduled payments
representing the principal portion of Capitalized Lease Obligations.

         "Excess Cash Flow Prepayment Amount" shall have the meaning provided in
section 5.2(g).

         "Existing Indebtedness" shall have the meaning provided in section
7.17.

         "Existing Indebtedness Agreements" shall have the meaning provided in
section 7.17.

         "Existing Letter of Credit" shall have the meaning provided in section
3.1(d).

         "Facility" shall mean the Revolving Facility, the Swing Line Facility,
or the Term Facility, or any of them, as applicable.

         "Facing Fee" shall have the meaning provided in section 4.1(c).

         "Federal Funds Effective Rate" shall mean, for any period, a
fluctuating interest rate equal for each day during such period to the weighted
average of the rates on overnight Federal Funds transactions with members of the
Federal Reserve System arranged by Federal Funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published
for any day which is a Business Day, the average of the quotations for such day
on such transactions received by the Administrative Agent from three Federal
Funds brokers of recognized standing selected by the Administrative Agent.

         "Fees" shall mean all amounts payable pursuant to, or referred to in,
section 4.1.

         "Financial Projections" shall have the meaning provided in section
7.8(d).

         "Fixed Charge Coverage Ratio" shall mean, for any Testing Period, the
ratio of (i) Consolidated EBITDA minus Consolidated Capital Expenditures in each
case for such Testing Period, to (ii) the sum of (A) Consolidated Cash Interest
Expense, (B) Consolidated Cash Income Tax Expense, (C) scheduled repayments or
redemptions of the principal of Indebtedness (including required reductions in
committed credit facilities) (provided, however that for any fiscal quarter
ended on or prior to March 31, 2002, scheduled repayments in respect of Existing
Indebtedness consisting of obligations under the Credit Agreement referred to in
Section 6.1(h) shall be deemed to be $250,000 for any such fiscal quarter), (D)
without duplication of any amount included under the preceding clause (C),
scheduled payments representing the principal portion of Capitalized Lease
Obligations, and (E) the sum of all payments for dividends, stock repurchases or
other retirements, and other purposes described in section 9.6, if any, in each
case on a consolidated basis for the Company and its Subsidiaries for such
Testing Period.

                                       9

<PAGE>

         "Foreign Subsidiary" shall mean any Subsidiary (i) which is not
incorporated in the United States and substantially all of whose assets and
properties are located, or substantially all of whose business is carried on,
outside the United States, or (ii) substantially all of whose assets consist of
Subsidiaries that are Foreign Subsidiaries as defined in clause (i) of this
definition.

         "Foreign Subsidiary Borrower" shall mean any Foreign Subsidiary of the
Company that has become a Foreign Subsidiary Borrower pursuant to section 8.15.

         "Foreign Subsidiary Borrower Sublimit" shall mean an amount equal to
$30,000,000 (determined in an equivalent amount in Dollars for each Loan
denominated in Alternative Currency).

         "GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect from time to time; it being understood and
agreed that determinations in accordance with GAAP for purposes of section 9,
including defined terms as used therein, are subject (to the extent provided
therein) to sections 1.3 and 13.7(a).

         "Guaranty Obligations" shall mean as to any person (without
duplication) any obligation of such person guaranteeing any Indebtedness
("primary Indebtedness") of any other person (the "primary obligor") in any
manner, whether directly or indirectly, including, without limitation, any
obligation of such person, whether or not contingent, (a) to purchase any such
primary Indebtedness or any property constituting direct or indirect security
therefor, (b) to advance or supply funds (i) for the purchase or payment of any
such primary Indebtedness or (ii) to maintain working capital or equity capital
of the primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (c) to purchase property, securities or services primarily for
the purpose of assuring the owner of any such primary Indebtedness of the
ability of the primary obligor to make payment of such primary Indebtedness, or
(d) otherwise to assure or hold harmless the owner of such primary Indebtedness
against loss in respect thereof, provided, however, that the term Guaranty
Obligation shall not include endorsements of instruments for deposit or
collection in the ordinary course of business. The amount of any Guaranty
Obligation shall be deemed to be an amount equal to the stated or determinable
amount of the primary Indebtedness in respect of which such Guaranty Obligation
is made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof (assuming such person is required to perform
thereunder) as determined by such person in good faith.

         "Hazardous Materials" shall mean (i) any petrochemical or petroleum
products, radioactive materials, asbestos in any form that is or could become
friable, urea formaldehyde foam insulation, transformers or other equipment that
contain dielectric fluid containing levels of polychlorinated biphenyls, and
radon gas; and (ii) any chemicals, materials or substances defined as or
included in the definition of "hazardous substances", "hazardous wastes",
"hazardous materials", "restricted hazardous materials", "extremely hazardous
wastes", "restrictive hazardous wastes", "toxic substances", "toxic pollutants",
"contaminants" or "pollutants", or words of similar meaning and regulatory
effect, under any applicable Environmental Law.

         "Hedge Agreement" shall mean (i) any interest rate swap agreement, any
interest rate cap agreement, any interest rate collar agreement or other similar
agreement or arrangement, and (ii) any currency swap agreement, forward currency
purchase agreement or similar agreement or arrangement designed to protect
against fluctuations in currency exchange rates.

         "Increasing Revolving Lender" shall have the meaning provided in
section 2.1(d).

         "Incremental Revolving Facility Amount" shall mean, at any time the
excess, if any, of (a) $50,000,000 over (b) the aggregate increase in Revolving
Credit Commitments established prior to such time pursuant to section 2.1(d).

         "Indebtedness" of any person shall mean without duplication:

                  (i)    all indebtedness of such person for borrowed money;

                  (ii)   all bonds, notes, debentures and similar debt
                         securities of such person;

                                       10

<PAGE>

                  (iii)  the deferred purchase price of capital assets or
         services which in accordance with GAAP would be shown on the liability
         side of the balance sheet of such person;

                  (iv)   the face amount of all letters of credit issued for the
         account of such person and, without duplication, all drafts drawn
         thereunder;

                  (v)    all obligations, contingent or otherwise, of such
         person in respect of bankers' acceptances;

                  (vi)   all Indebtedness of a second person secured by any Lien
         on any property owned by such first person, whether or not such
         Indebtedness has been assumed;

                  (vii)  all Capitalized Lease Obligations of such person;

                  (viii) the present value, determined on the basis of the
         implicit interest rate, of all basic rental obligations under all
         "synthetic" leases (i.e. leases accounted for by the lessee as
         operating leases under which the lessee is the "owner" of the leased
         property for Federal income tax purposes);

                  (ix)   all obligations of such person to pay a specified
         purchase price for goods or services whether or not delivered or
         accepted, i.e., take-or-pay and similar obligations;

                  (x)    all net obligations of such person under Hedge
         Agreements;

                  (xi)   the full outstanding balance of trade receivables,
         notes or other instruments sold with full recourse (and the portion
         thereof subject to potential recourse, if sold with limited recourse),
         other than in any such case any thereof sold solely for purposes of
         collection of delinquent accounts;

                  (xii)  the stated value, or liquidation value if higher, of
         all Redeemable Stock of such person; and

                  (xiii) all Guaranty Obligations of such person;

provided that (x) neither trade payables nor other similar accrued expenses, in
each case arising in the ordinary course of business, nor obligations in respect
of insurance policies or performance or surety bonds which themselves are not
guarantees of Indebtedness (nor drafts, acceptances or similar instruments
evidencing the same nor obligations in respect of letters of credit supporting
the payment of the same), shall constitute Indebtedness; and (y) the
Indebtedness of any person shall in any event include (without duplication) the
Indebtedness of any other entity (including any general partnership in which
such person is a general partner) to the extent such person is liable thereon as
a result of such person's ownership interest in or other relationship with such
entity, except to the extent the terms of such Indebtedness provide expressly
that such person is not liable thereon.

         "Indenture" shall mean that certain Indenture dated as of May 1, 2002
by and among Company, as Issuer, Fifth Third Bank, as Trustee, and the
purchasers named therein and from time to time a party thereto pursuant to which
the Public Notes were issued, as the same may be from time to time amended,
restated or otherwise modified in accordance with the provisions hereof, and
includes any successor thereto in connection with a Permitted Public Notes
Refinancing.

         "Interest Coverage Ratio" shall mean, for any Testing Period, the ratio
of (i) Consolidated EBITDA to (ii) Consolidated Cash Interest Expense, in each
case on a consolidated basis for the Company and its Subsidiaries for such
Testing Period.

         "Interest Period" with respect to any Eurocurrency Loan shall mean the
interest period applicable thereto, as determined pursuant to section 2.8.

         "Joint Lead Arrangers" shall have the meaning provided in the
Preliminary Statements of this Agreement.

                                       11

<PAGE>

         "Leaseholds" of any person shall mean all the right, title and interest
of such person as lessee or licensee in, to and under leases or licenses of
land, improvements and/or fixtures.

         "Lender" shall have the meaning provided in the first paragraph of this
Agreement.

         "Lender Default" shall mean (i) the refusal (which has not been
retracted) or failure of a Lender in violation of the requirements of this
Agreement to make available its portion of any incurrence of Loans or to fund
its portion of any unreimbursed payment under section 3.4(c) or (ii) a Lender
having notified the Administrative Agent and/or the Company that it does not
intend to comply with the obligations under section 2.1 and/or section 3.4(c),
in the case of either (i) or (ii) as a result of the appointment of a receiver
or conservator with respect to such Lender at the direction or request of any
regulatory agency or authority.

         "Lender Register" shall have the meaning provided in section 13.16.

         "Letter of Credit" shall have the meaning provided in section 3.1(a).

         "Letter Allocating Initial Commitments" shall mean the letter delivered
by the Administrative Agent to the Company, the Agents and the initial Lenders
hereunder prior to the Effective Date identifying the Revolving Commitment, the
Term Commitment, and/or the Swing Line Commitment, as applicable, of each of
such initial Lenders. The Letter Allocating Initial Commitments provides for a
Total Revolving Commitment of $100,000,000 and a Total Term Commitment of
$100,000,000.

         "Letter of Credit Documents" shall have the meaning specified in
section 3.2(a).

         "Letter of Credit Fee" shall have the meaning provided in section
4.1(b).

         "Letter of Credit Issuer" shall mean (i) in respect of each Existing
Letter of Credit, the Lender that has issued same as of the Effective Date; and
(ii) in respect of any other Letter of Credit, (1) NCB, and/or (2) such other
Lender that is requested, and agrees, to so act by the Company, and is approved
by the Administrative Agent.

         "Letter of Credit Obligor" shall have the meaning provided in section
3.1(a).

         "Letter of Credit Outstandings" shall mean, at any time, the sum,
without duplication, of (i) the aggregate Stated Amount of all outstanding
Letters of Credit and (ii) the aggregate amount of all Unpaid Drawings.

         "Letter of Credit Request" shall have the meaning provided in section
3.2(a).

         "Leverage Ratio" shall mean, for any Testing Period, on a Consolidated
basis and in accordance with GAAP, the ratio of (a) Consolidated Total Debt to
(b) Consolidated EBITDA; provided, however, that, notwithstanding anything to
the contrary contained herein, the Leverage Ratio for any such period shall be
computed by giving effect to (i) the inclusion of the appropriate financial
items for any Person or business unit that shall have been acquired by the
Company or its Subsidiaries for any portion of such period prior to the date of
acquisition, and (ii) the exclusion of the appropriate financial items for any
Person or business unit that shall have been disposed of by the Company or its
Subsidiaries, for the portion of such period prior to the date of disposition.

         "Lien" shall mean any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any agreement to give any of the
foregoing, any conditional sale or other title retention agreement or any lease
in the nature thereof).

         "Loan" shall have the meaning provided in section 2.1.

         "Margin Stock" shall have the meaning provided in Regulation U.

         "Material Adverse Effect" shall mean any or all of the following: (i)
any material adverse effect on the business, operations, property, assets,
liabilities or condition (financial or otherwise) of, when used with reference
to the Company and/or any of its Subsidiaries, the Company and its Subsidiaries,
taken as a whole, or when used with reference to any other person, such person
and its Subsidiaries, taken as a whole, as the case may be; (ii) any

                                       12

<PAGE>

material adverse effect on the ability of the Company or any other Credit Party
to perform its obligations under the Credit Documents to which it is a party;
(iii) any material adverse effect on the ability of the Company and its
Subsidiaries, taken as a whole, to pay their liabilities and obligations as they
mature or become due; or (iv) any material adverse effect on the validity,
effectiveness or enforceability, as against any Credit Party, of any of the
Credit Documents to which it is a party.

         "Material Subsidiary" shall mean, at any time, with reference to any
person, any Subsidiary of such person (i) that has assets at such time
comprising 5% or more of the consolidated assets of such person and its
Subsidiaries, or (ii) whose operations in the current fiscal year are expected
to, or whose operations in the most recent fiscal year did (or would have if
such person had been a Subsidiary for such entire fiscal year), represent 5% or
more of the consolidated earnings before interest, taxes, depreciation and
amortization of such person and its Subsidiaries for such fiscal year.

         "Maturity Date" shall mean the Revolving Maturity Date, the Swing Line
Maturity Date, or the Term Maturity Date, as applicable.

         "Minimum Borrowing Amount" shall mean:

                  (i)   with respect to Borrowings under the Term Facility
         consisting of (x) Prime Rate Loans, $1,000,000, with minimum increments
         thereafter of $500,000 or (y) Eurocurrency Loans, $5,000,000, with
         minimum increments thereafter of $1,000,000;

                  (ii)  with respect to Borrowings under the Revolving Facility
         consisting of (x) Prime Rate Loans, $1,000,000 with minimum increments
         thereafter of $500,000, or (y) Eurocurrency Loans, $5,000,000 (or the
         substantial equivalent thereof in an Alternative Currency), with
         minimum increments thereafter of $1,000,000 (or the substantial
         equivalent thereof in an Alternative Currency); or

                  (iii) with respect to a Borrowing under the Swing Line
         Facility, $250,000, with minimum increments thereafter of $50,000.

         "Moody's" shall mean Moody's Investors Service, Inc. and its
successors.

         "Multiemployer Plan" shall mean a multiemployer plan, as defined in
section 4001(a)(3) of ERISA to which the Company or any ERISA Affiliate is
making or accruing an obligation to make contributions or has within any of the
preceding three plan years made or accrued an obligation to make contributions.

         "Multiple Employer Plan" shall mean an employee benefit plan, other
than a Multiemployer Plan, to which the Company or any ERISA Affiliate, and one
or more employers other than the Company or an ERISA Affiliate, is making or
accruing an obligation to make contributions or, in the event that any such plan
has been terminated, to which the Company or an ERISA Affiliate made or accrued
an obligation to make contributions during any of the five plan years preceding
the date of termination of such plan.

         "NCB" shall mean National City Bank, a national banking association,
together with its successors and assigns.

         "Net Cash Proceeds" shall mean, with respect to (i) any Asset Sale, the
Cash Proceeds resulting therefrom net of (A) reasonable and customary expenses
of sale incurred in connection with such Asset Sale, and other reasonable and
customary fees and expenses incurred, and all state, and local taxes paid or
reasonably estimated to be payable by such person, as a consequence of such
Asset Sale and the payment of principal, premium and interest of Indebtedness
(other than the Obligations) secured by the asset which is the subject of the
Asset Sale and required to be, and which is, repaid under the terms thereof as a
result of such Asset Sale, (B) amounts of any distributions payable to holders
of minority interests in the relevant person or in the relevant property or
assets and (C) incremental federal, state and local income taxes paid or payable
as a result thereof; and (ii) any Event of Loss, the Cash Proceeds resulting
therefrom net of (A) reasonable and customary expenses incurred in connection
with such Event of Loss, and local taxes paid or reasonably estimated to be
payable by such person, as a consequence of such Event of Loss and the payment
of principal, premium and interest of Indebtedness (other than the Obligations)
secured by the asset which is the subject of the Event of Loss and required to
be, and which is, repaid under the

                                       13

<PAGE>

terms thereof as a result of such Event of Loss, (B) amounts of any
distributions payable to holders of minority interests in the relevant person or
in the relevant property or assets and (C) incremental federal, state and local
income taxes paid or payable as a result thereof

         "1934 Act" shall mean the Securities Exchange Act of 1934, as amended.

         "Non-Defaulting Lender" shall mean each Lender other than a Defaulting
Lender.

         "Non-Increasing Revolving Lender" shall have the meaning provided in
section 2.1(d).

         "Note" shall mean a Revolving Note, a Swing Line Note, or a Term Note,
as applicable.

         "Notice of Borrowing" shall have the meaning provided in section
2.3(a).

         "Notice of Conversion" shall have the meaning provided in section 2.6.

         "Notice of Continuation" shall have the meaning provided in section
2.8.

         "Notice Office" shall mean the office of the Administrative Agent at
National City Center, 629 Euclid Avenue, Cleveland, Ohio 44114, Attention:
Agency Services Group (facsimile: (216) 222-0012), or such other office, located
in a city in the United States Eastern Time Zone, as the Administrative Agent
may designate to the Company from time to time.

         "Obligations" shall mean all amounts, direct or indirect, contingent or
absolute, of every type or description, and at any time existing, owing by the
Company or any other Credit Party to the Administrative Agent, the Collateral
Agent, any Lender or any Letter of Credit Issuer pursuant to the terms of this
Agreement or any other Credit Document.

         "Participant" shall have the meaning provided in section 3.4(a).

         "Payment Office" shall mean the office of the Administrative Agent at
National City Center, 629 Euclid Avenue, Cleveland, Ohio 44114, Attention:
Agency Services Group (facsimile: (216) 222-0012), or such other office, located
in a city in the United States Eastern Time Zone, as the Administrative Agent
may designate to the Company from time to time.

         "PBGC" shall mean the Pension Benefit Guaranty Corporation established
pursuant to section 4002 of ERISA, or any successor thereto.

         "Permitted Acquisition" shall mean and include any Acquisition as to
which all of the following conditions are satisfied:

                  (i)   such Acquisition (A) involves a line or lines of
         business which is complementary to the lines of business in which the
         Company and its Subsidiaries, considered as an entirety, are engaged on
         the Effective Date, and (B) involves a line or lines of business which
         has generated a positive earnings before interest, income taxes,
         depreciation and amortization for its most recently completed four full
         fiscal quarters for which financial information is available, unless
         the Required Lenders specifically approve or consent to such
         Acquisition in writing;

                  (ii)  such Acquisition is not actively opposed by the Board of
         Directors (or similar governing body) of the selling person or the
         person whose equity interests are to be acquired, unless all of the
         Lenders specifically approve or consent to such Acquisition in writing;

                  (iii) the aggregate consideration for such Acquisition and all
         other Acquisitions completed within the most recently completed 12
         months, including the principal amount of any assumed Indebtedness and
         (without duplication) any Indebtedness of any acquired person or
         persons, does not exceed $40,000,000, unless the Required Lenders
         specifically approve or consent to such Acquisition in writing,
         provided, however, that this clause (iii) shall not apply if the
         Leverage Ratio of the Company is

                                       14

<PAGE>

         less than 3.25 to 1.00, both as demonstrated in the most recently
         delivered compliance certificate delivered pursuant to section 8.1(c)
         and upon giving effect to the Acquisition on a pro forma basis;

                  (iv) the Company would, after giving effect to such
         Acquisition, on a pro forma basis, be in compliance with the financial
         covenant contained in section 9.7;

                  (v)  at least 10 Business Days prior to the completion of such
         transaction the Company shall have delivered to the Lenders a
         certificate of a responsible financial or accounting officer of the
         Company demonstrating, in reasonable detail, the computation of the
         Leverage Ratio of the Company on a pro forma basis, such pro forma
         ratios being determined as if (x) such Acquisition had been completed
         at the beginning of the most recent Testing Period for which financial
         information for the Company and the business or person to be acquired
         is available and has been delivered to the Lenders at least 10 Business
         Days prior to the completion of such transaction (which shall, in the
         case of the acquired business, include audited financial statements for
         the most recent fiscal year, unless the same are unavailable and
         unaudited financial statements are acceptable to the Required Lenders),
         and (y) any such Indebtedness, or other Indebtedness incurred to
         finance such Acquisition, had been outstanding for such entire Testing
         Period; and

                  (vi) after giving effect to the Acquisition, the Unutilized
         Total Revolving Commitments shall be at least $10,000,000;

provided, that the term Permitted Acquisition specifically excludes any loans,
advances or minority investments otherwise permitted pursuant to section 9.5.

         "Permitted Liens" shall mean Liens permitted by section 9.3.

         "Permitted Public Notes Refinancing" shall mean a replacement or
refinancing of the Public Notes in existence on the date hereof, provided that
such replacement or refinancing (i) does not provide for an interest rate in
excess of the rate applicable to the Public Notes on the date hereof, (ii) does
not increase the aggregate principal amount thereof or reduce the average
weighted life to maturity thereof, and (iii) contains covenants and events of
default which are no more onerous than those contained in the Indenture as in
existence on the date hereof.

         "person" shall mean any individual, partnership, joint venture, firm,
corporation, limited liability company, association, trust or other enterprise
or any government or political subdivision or any agency, department or
instrumentality thereof.

         "Plan" shall mean any multiemployer or single-employer plan as defined
in section 4001 of ERISA, which is maintained or contributed to by (or to which
there is an obligation to contribute by) the Company or a Subsidiary of the
Company or an ERISA Affiliate, and each such plan for the five year period
immediately following the latest date on which the Company, or a Subsidiary of
the Company or an ERISA Affiliate maintained, contributed to or had an
obligation to contribute to such plan.

         "Pledge Agreement" shall have the meaning provided in section 6.1(c).

         "Prime Rate" shall mean, for any period, a fluctuating interest rate
per annum as shall be in effect from time to time which rate per annum shall at
all times be equal to the greater of (i) the rate of interest established by NCB
in Cleveland, Ohio, from time to time, as its prime rate, whether or not
publicly announced, which interest rate may or may not be the lowest rate
charged by it for commercial loans or other extensions of credit; and (ii) the
Federal Funds Effective Rate in effect from time to time plus 1/2 of 1% per
annum.

         "Prime Rate Loan" shall mean each Loan bearing interest at the rate
provided in section 2.7(a).

         "Prohibited Transaction" shall mean a transaction with respect to a
Plan that is prohibited under section 4975 of the Code or section 406 of ERISA
and not exempt under section 4975 of the Code or section 408 of ERISA.

         "Public Note Documents" shall mean the Indenture, the Public Notes and
each other document executed in connection therewith, and, in the case of a
Permitted Public Notes Refinancing, the documents related thereto.

                                       15

<PAGE>

         "Public Noteholder" shall mean the holder or purchaser of any Public
Note under the Indenture.

         "Public Notes" shall mean the Company's 11-1/2% Senior Notes due 2012
issued on the Closing Date pursuant to the Indenture, including any notes issued
in exchange therefor pursuant to the Registration Rights Agreement between the
Company and the initial purchasers of the Public Notes, and includes any
Indebtedness issued in connection with a Permitted Public Notes Refinancing.

         "Quoted Rate" shall mean a fixed rate per annum equal to the interest
rate quoted from time to time to the Company as the "overnight" borrowing rate
for a particular Swing Line Loan as provided in section 2.3(c).

         "Quoted Rate Loan" shall mean a Loan bearing interest at the Quoted
Rate therefor.

         "RCRA" shall mean the Resource Conservation and Recovery Act, as the
same may be amended from time to time, 42 U.S.C. (S)6901 et seq.

         "Real Property" of any person shall mean all of the right, title and
interest of such person in and to land, improvements and fixtures, including
Leaseholds.

         "Redeemable Stock" shall mean with respect to any person any capital
stock or similar equity interests of such person that (i) is by its terms
subject to mandatory redemption, in whole or in part, pursuant to a sinking
fund, scheduled redemption or similar provisions, at any time prior to the
latest Maturity Date; or (ii) otherwise is required to be repurchased or retired
on a scheduled date or dates, upon the occurrence of any event or circumstance,
at the option of the holder or holders thereof, or otherwise, at any time prior
to the latest Maturity Date under this Agreement, other than any such repurchase
or retirement occasioned by a "change of control" or similar event.

         "Reference Banks" shall mean (i) NCB and (ii) any other Lender or
Lenders selected as a Reference Bank by the Administrative Agent and the
Required Lenders, provided, that if any of such Reference Banks is no longer a
Lender, such other Lender or Lenders as may be selected by the Administrative
Agent acting on instructions from the Required Lenders.

         "Regulation D" shall mean Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor to all
or a portion thereof establishing reserve requirements.

         "Regulation U" shall mean Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor to all
or a portion thereof establishing margin requirements.

         "Reportable Event" shall mean an event described in section 4043 of
ERISA or the regulations thereunder with respect to a Plan, other than those
events as to which the notice requirement is waived under subsections .22, .23,
..25, .27, .28, .29, .30, .31, .32, .34, .35, .62, .63, .64, .65 or .67 of PBGC
Regulation section 4043.

         "Required Lenders" shall mean Non-Defaulting Lenders whose outstanding
Loans and Unutilized Commitments constitute at least 51% of the sum of the total
outstanding Loans and Unutilized Commitments of Non-Defaulting Lenders (provided
that, for purposes hereof, neither the Company, nor any of its Affiliates, shall
be included in (i) the Lenders holding such amount of the Loans or having such
amount of the Unutilized Commitments, or (ii) determining the aggregate unpaid
principal amount of the Loans or Unutilized Commitments).

         "Required Revolving Lenders" shall mean Non-Defaulting Lenders whose
outstanding Revolving Loans and Unutilized Revolving Commitments constitute at
least 51% of the sum of the total outstanding Revolving Loans and Unutilized
Revolving Commitments of Non-Defaulting Lenders (provided that, for purposes
hereof, neither the Company, nor any of its Affiliates, shall be included in (i)
the Lenders holding such amount of the Revolving Loans or having such amount of
the Unutilized Revolving Commitments, or (ii) determining the aggregate unpaid
principal amount of the Revolving Loans or Unutilized Revolving Commitments).

         "Required Term Lenders" shall mean Non-Defaulting Lenders whose
outstanding Term Loans and Unutilized Term Commitments constitute at least 51%
of the sum of the total outstanding Term Loans and Unutilized Term Commitments
of Non-Defaulting Lenders (provided that, for purposes hereof, neither the
Company, nor any of its Affiliates, shall be included in (i) the Lenders holding
such amount of the Term Loans or

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<PAGE>

having such amount of the Unutilized Term Commitments, or (ii) determining the
aggregate unpaid principal amount of the Term Loans or Unutilized Term
Commitments).

         "Revolving Borrowing" shall mean the incurrence of Revolving Loans
consisting of one Type of Loan by the applicable Borrower from all of the
Lenders having Commitments in respect thereof on a pro rata basis on a given
date (or resulting from Conversions or Continuations on a given date), having in
the case of Eurocurrency Loans the same Interest Period.

         "Revolving Commitment" shall mean, with respect to each Lender, the
amount, if any, set forth opposite such Lender's name in the Letter Allocating
Initial Commitments as its "Revolving Commitment" as the same may be reduced
from time to time pursuant to section 4.2, 4.3 and/or 10.2 or adjusted from time
to time as a result of assignments to or from such Lender pursuant to section
13.4.

         "Revolving Facility" shall mean the credit facility evidenced by the
Total Revolving Commitment.

         "Revolving Facility Percentage" shall mean at any time for any Lender
with a Revolving Commitment, the percentage obtained by dividing such Lender's
Revolving Commitment by the Total Revolving Commitment, provided, that if the
Total Revolving Commitment has been terminated, the Revolving Facility
Percentage for each Lender shall be determined by dividing such Lender's
Revolving Commitment immediately prior to such termination by the Total
Revolving Commitment immediately prior to such termination.

         "Revolving Loan" shall have the meaning provided in section 2.1(b).

         "Revolving Maturity Date" shall mean April 30, 2007, or such earlier
date on which the Total Revolving Commitment is terminated.

         "Revolving Note" shall have the meaning provided in section 2.5(a).

         "Sale and Lease-Back Transaction" shall mean any arrangement with any
person providing for the leasing by the Company or any Subsidiary of the Company
of any property (except for temporary leases for a term, including any renewal
thereof, of not more than one year and except for leases between the Company and
a Subsidiary or between Subsidiaries), which property has been or is to be sold
or transferred by the Company or such Subsidiary to such person.

         "S&P" shall mean Standard & Poor's Ratings Group, a division of McGraw
Hill, Inc., and its successors.

         "Scheduled Repayment" shall have the meaning provided in section
5.2(a).

         "SEC" shall mean the United States Securities and Exchange Commission.

         "SEC Regulation D" shall mean Regulation D as promulgated under the
Securities Act of 1933, as amended, as the same may be in effect from time to
time.

         "Section 5.4(b)(ii) Certificate" shall have the meaning provided in
section 5.4(b)(ii).

         "Security Agreement" shall have the meaning provided in section 6.1(c).

         "Security Documents" shall mean the Security Agreement, the Pledge
Agreement, each Closing Date Mortgage, and each other document pursuant to which
any Lien or security interest is granted by any Credit Party to the Collateral
Agent as security for any of the Obligations.

         "Standard Permitted Liens" shall mean the following:

                  (i) Liens for taxes not yet delinquent or Liens for taxes
         being contested in good faith and by appropriate proceedings for which
         adequate reserves (in the good faith judgment of the management of the
         Company) have been established;

                                       17

<PAGE>

                  (ii)   Liens in respect of property or assets imposed by law
         which were incurred in the ordinary course of business, such as
         carriers', warehousemen's, materialmen's and mechanics' Liens and other
         similar Liens arising in the ordinary course of business, which do not
         in the aggregate materially detract from the value of such property or
         assets or materially impair the use thereof in the operation of the
         business of the Company or any Subsidiary;

                  (iii)  Liens created by this Agreement or the other Credit
         Documents;

                  (iv)   Liens arising from judgments, decrees or attachments in
         circumstances not constituting an Event of Default under section
         10.1(g);

                  (v)    Liens (other than any Lien imposed by ERISA) incurred
         or deposits made in the ordinary course of business in connection with
         workers' compensation, unemployment insurance and other types of social
         security; and mechanic's Liens, carrier's Liens, and other Liens to
         secure the performance of tenders, statutory obligations, contract
         bids, government contracts, performance and return-of-money bonds and
         other similar obligations, incurred in the ordinary course of business
         (exclusive of obligations in respect of the payment for borrowed
         money), whether pursuant to statutory requirements, common law or
         consensual arrangements;

                  (vi)   Leases or subleases granted to others not interfering
         in any material respect with the business of the Company or any of its
         Subsidiaries and any interest or title of a lessor under any lease not
         in violation of this Agreement;

                  (vii)  easements, rights-of-way, zoning or other restrictions,
         charges, encumbrances, defects in title, prior rights of other persons,
         and obligations contained in, or to which the rights of the owner or
         lessor are subject, arising under coal leases, deeds, damage or
         subsidence waivers, and similar instruments, in each case which do not
         involve, and are not likely to involve at any future time, either
         individually or in the aggregate, a Material Adverse Effect; and

                  (viii) Liens arising from the rights of lessors under leases
         (including financing statements regarding property subject to lease)
         not in violation of the requirements of this Agreement, provided that
         such Liens are only in respect of the property subject to, and secure
         only, the respective lease (and any other lease with the same or an
         affiliated lessor);

         "Stated Amount" of each Letter of Credit shall mean the maximum
available to be drawn thereunder (regardless of whether any conditions or other
requirements for drawing could then be met).

         "Subsidiary" of any person shall mean and include (i) any corporation
more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such person directly or
indirectly through Subsidiaries and (ii) any partnership, association, joint
venture or other entity in which such person directly or indirectly through
Subsidiaries, has more than a 50% equity interest at the time. Unless otherwise
expressly provided, all references herein to "Subsidiary" shall mean a
Subsidiary of the Company.

         "Subsidiary Guarantor" shall mean any Subsidiary which is a party to
the Subsidiary Guaranty.

         "Subsidiary Guaranty" shall have the meaning provided in section
6.1(c).

         "Subordinated Indebtedness" shall mean any Indebtedness which has been
subordinated to the Obligations in such manner and to such extent as the
Administrative Agent (acting on instructions from the Required Lenders) may
require.

         "Swing Line Borrowing" shall mean Borrowing of a Swing Line Loan from
the Swing Line Lender.

         "Swing Line Cap" shall mean $10,000,000.

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<PAGE>

         "Swing Line Commitment" shall mean, with respect to the Swing Line
Lender, the amount set forth opposite such Lender's name in the Letter
Allocating Initial Commitments as its "Swing Line Commitment" as the same may be
reduced from time to time pursuant to section 4.2, 4.3 and/or 10.2 or adjusted
from time to time as a result of assignments to or from the Swing Line Lender
pursuant to section 13.4.

         "Swing Line Exposure" shall mean, with respect to any Lender at any
time, such Lender's obligation to refund or purchase a participation equal to,
its Revolving Facility Percentage of the aggregate Swing Line Loans outstanding.

         "Swing Line Facility" shall mean the credit facility evidenced by the
Swing Line Commitment.

         "Swing Line Lender" shall mean the Lender indicated in the Letter
Allocating Initial Commitments as having the "Swing Line Commitment" and shall
include any other single Lender to whom the Swing Line Lender has transferred
its entire Swing Line Commitment and any Swing Line Loans.

         "Swing Line Loan" shall have the meaning provided in section 2.1(c).

         "Swing Line Maturity Date" shall mean April 30, 2007, or such earlier
date on which the Swing Line Commitment is terminated.

         "Swing Line Note" shall have the meaning provided in section 2.5(a).

         "Syndication Date" shall mean the date which the Administrative Agent
determines in its sole discretion (and the Administrative Agent notifies the
Company) that the primary syndication by the initial Lender or Lenders hereunder
of portions of its Term Loan Commitment and its Revolving Commitment to new
Lenders has been completed.

         "Taxes" shall have the meaning provided in section 5.4.

         "Term Borrowing" shall mean the incurrence of Term Loans consisting of
one Type of Loan, by the Company from all of the Lenders having Commitments in
respect thereof on a pro rata basis on a given date (or resulting from
Conversions or Continuations on a given date), having in the case of
Eurocurrency Loans the same Interest Period.

         "Term Commitment" shall mean, with respect to each Lender, the amount,
if any, set forth opposite such Lender's name in the Letter Allocating Initial
Commitments as its "Term Commitment" as the same may be reduced from time to
time pursuant to sections 4.2, 4.3 and/or 10.2 or adjusted from time to time as
a result of assignments to or from such Lender pursuant to section 13.4.

         "Term Facility" shall mean the credit facility evidenced by the Total
Term Commitment.

         "Term Loan" shall have the meaning provided in section 2.1(a).

         "Term Maturity Date" shall mean April 30, 2008 or such earlier date on
which the Total Term Commitment is terminated.

         "Term Note" shall have the meaning provided in section 2.5(a).

         "Testing Period" shall mean for any determination a single period
consisting of the four consecutive fiscal quarters of the Company then last
ended (whether or not such quarters are all within the same fiscal year), except
that if a particular provision of this Agreement indicates that a Testing Period
shall be of a different specified duration, such Testing Period shall consist of
the particular fiscal quarter or quarters then last ended which are so indicated
in such provision.

         "Title Company" shall have the meaning provided in section 6.1(k).

                                       19

<PAGE>

         "Total Commitment" shall mean the sum of the Total Revolving
Commitment, the Swing Line Commitment, and the Total Term Commitment.

         "Total Revolving Commitment" shall mean the sum of the Revolving
Commitments of the Lenders.

         "Total Term Commitment" shall mean the sum of the Term Commitments of
the Lenders.

         "Type" shall mean any type of Loan determined with respect to the
interest option applicable thereto, i.e., a Prime Rate Loan, a Eurocurrency
Loan, or a Quoted Rate Loan.

         "UCC" shall mean the Uniform Commercial Code.

         "Unfunded Current Liability" of any Plan shall mean the amount, if any,
by which the actuarial present value of the accumulated plan benefits under the
Plan as of the close of its most recent plan year exceeds the fair market value
of the assets allocable thereto, each determined in accordance with Statement of
Financial Accounting Standards No. 87, based upon the actuarial assumptions used
by the Plan's actuary in the most recent annual valuation of the Plan.

         "United States" and "U.S." each means United States of America.

         "Unpaid Drawing" shall have the meaning provided in section 3.3(a).

         "Unutilized Commitment" for any Lender at any time shall mean the
excess of (i) such Lender's Commitment at such time over (ii) the sum of (x) the
principal amount of Loans made by such Lender and outstanding at such time and
(y) if such Lender has a Revolving Commitment, such Lender's Revolving Facility
Percentage of Letter of Credit Outstandings at such time.

         "Unutilized Revolving Commitment" for any Lender at any time shall mean
the excess of (i) such Lender's Revolving Commitment at such time over (ii) the
sum of (x) the principal amount of Revolving Loans made by such Lender and
outstanding at such time and (y) such Lender's Revolving Facility Percentage of
Letter of Credit Outstandings at such time.

         "Unutilized Total Revolving Commitment" shall mean, at any time, the
excess of (i) the Total Revolving Commitment at such time over (ii) the sum of
(x) the aggregate principal amount of all Revolving Loans then outstanding plus
(y) the aggregate Letter of Credit Outstandings at such time.

         "Unutilized Total Term Commitment" shall mean, at any time, the excess
of (i) the Total Term Commitment at such time over (ii) the aggregate principal
amount of all Term Loans then outstanding.

         "Utilization Fee" shall have the meaning provided in section 4.1(a).

         "Wholly-Owned Subsidiary" shall mean each Subsidiary of the Company at
least 95% of whose capital stock, equity interests and partnership interests,
other than director's qualifying shares or similar interests, are owned directly
or indirectly by the Company.

         "Written", "written" or "in writing" shall mean any form of written
communication or a communication by means of telex, facsimile transmission,
telegraph or cable.

         1.2 Computation of Time Periods. In this Agreement in the computation
of periods of time from a specified date to a later specified date, the word
"from" means "from and including" and the words "to" and "until" each means "to
but excluding".

         1.3  Accounting Terms. Except as otherwise specifically provided
herein, all terms of an accounting or financial nature shall be construed in
accordance with GAAP, as in effect from time to time; provided that, if the
Company notifies the Administrative Agent that the Company requests an amendment
to any provision of section 8 or 9 hereof to eliminate the effect of any change
occurring after the Effective Date in GAAP or in the application thereof to such
provision (or if the Administrative Agent notifies the Company that the Required
Lenders request an

                                       20

<PAGE>

amendment to any such provision hereof for such purposes), regardless of whether
any such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on the basis of
GAAP as in effect and applied immediately before such change shall have become
effective until such notice shall have been withdrawn or such provision amended
in accordance with the requirements of this Agreement.

      1.4   Currency Equivalents. For purposes of this Agreement, except as
otherwise specified herein, (i) the equivalent in Dollars of any Alternative
Currency shall be determined by using the quoted spot rate at which the
Administrative Agent offers to exchange Dollars for such Alternative Currency at
its Payment Office at 9:00 A.M. (local time at the Payment Office) two Business
Days prior to the date on which such equivalent is to be determined, and (ii)
the equivalent in any Alternative Currency of Dollars shall be determined by
using the quoted spot rate at which the Administrative Agent's Payment Office
offers to exchange such Alternative Currency for Dollars at the Payment Office
at 9:00 A.M. (local time at the Payment Office) two Business Days prior to the
date on which such equivalent is to be determined; provided, that (A) the
equivalent in Dollars of each Eurocurrency Loan made in an Alternative Currency
shall be, for the purposes of determining the unused portion of each Lender's
Commitment, or any or all Loan or Loans outstanding on such date, calculated or
recalculated, as the case may be, on the date that the Eurocurrency Rate
applicable to such Loan is established, on the last day of the Interest Period
applicable thereto, and on each date that it shall be necessary (or the
Administrative Agent shall elect) to determine the unused portion of each
Lender's Commitment; (B) the equivalent in Dollars of any Unpaid Drawing in
respect of any Letter of Credit denominated in an Alternative Currency shall be
determined at the time the drawing under such Letter of Credit was paid or
disbursed by the applicable Letter of Credit Issuer; (C) for purposes of
determining the Letters of Credit Outstandings or the Unutilized Total Revolving
Commitment as contemplated by sections 2.1, 3.1(b) and 5.2, the equivalent in
Dollars of the Stated Amount of any Letter of Credit denominated in an
Alternative Currency shall be calculated (x) on the date of the issuance of the
respective Letter of Credit, (y) on the first Business Day of each calendar
month thereafter and (z) in any other case where the same is required or
permitted to be calculated, on such other day as the Administrative Agent may,
in its sole discretion, consider appropriate; and (D) for purposes of sections
4.1(b) and (c), the equivalent in Dollars of the Stated Amount of any Letter of
Credit denominated in an Alternative Currency shall be calculated on the first
day of each calendar month in the quarterly period in which the respective
payment is due pursuant to said sections. Notwithstanding the foregoing, for
purposes of determining the amount of the Commitment Fee payable pursuant to
section 4.1(a) hereof, the equivalent in Dollars of any outstanding Revolving
Loans which are denominated in Alternative Currency shall be determined by using
the quoted spot rate at which the Administrative Agent offers to exchange
Dollars for such Alternative Currency at its Payment Office at 9:00 A.M. (local
time at the Payment Office) two Business Days prior to the commencement date of
the applicable Interest Period for such Revolving Loans, unless the
Administrative Agent, in its reasonable discretion, shall elect to use another
day or basis for determining such equivalent in Dollars.

      1.5   Appointment of the Company as Representative. For purposes of this
Agreement, each Foreign Subsidiary Borrower (i) authorizes the Company to make
such requests, give such notices or furnish such certificates to the
Administrative Agent or any Lender as may be required or permitted by this
Agreement for the benefit of such Foreign Subsidiary Borrower and (ii)
authorizes the Administrative Agent to treat such requests, notices,
certificates or consents given or made by the Company to have been made, given
or furnished by the applicable Foreign Subsidiary Borrower for purposes of this
Agreement. The Administrative Agent and each Lender shall be entitled to rely on
each such request, notice, certificate or consent made, given or furnished by
the Company pursuant to the provisions of this Agreement or any other Credit
Document as being made or furnished on behalf of, and with the effect of
irrevocably binding, such Foreign Subsidiary Borrower.

      1.6   Addition of Borrowers. By execution of an Election to Participate by
a Foreign Subsidiary, and upon acceptance thereof by the Administrative Agent
and the Required Lenders, each in its sole discretion, and such person's
satisfaction of all conditions and completion of all deliveries specified in the
Election to Participate and in section 8.15, this Agreement shall be deemed to
be amended so that such person shall become for all purposes of this Agreement
as if an original signatory hereto, and shall be admitted as a Borrower
hereunder, and this Agreement shall be binding for all purposes on such person
as a Foreign Subsidiary Borrower as if an original signatory hereto.

      SECTION 2.   AMOUNT AND TERMS OF LOANS.

      2.1   Commitments for Loans.  Subject to and upon the terms and conditions
herein set forth, each Lender severally agrees to make a loan or loans (each a
"Loan" and, collectively, the "Loans") to the Borrowers,

                                       21

<PAGE>

which Loans shall be drawn, to the extent such Lender has a commitment under a
Facility for the applicable Borrower, under the applicable Facility, as set
forth below:

            (a)   Term Loan Facility. Loans under the Term Facility (each a
"Term Loan" and, collectively, the "Term Loans"): (i) can only be incurred by
the Company on the Closing Date in the entire amount of the Unutilized Total
Term Commitment; (ii) except as otherwise provided, may, at the option of the
Company, be incurred and maintained as, or Converted into, Term Loans which are
Prime Rate Loans or Eurocurrency Loans, in each case denominated in Dollars,
provided that all Term Loans made as part of the same Term Borrowing shall,
unless otherwise specifically provided herein, consist of Term Loans of the same
Type; and (iii) shall not exceed for any Lender at the time of incurrence
thereof the aggregate principal amount of the Term Loan Commitment, if any, of
such Lender at such time. Once prepaid or repaid, Term Loans may not be
reborrowed.

            (b)   Revolving Facility. Loans under the Revolving Facility (each a
"Revolving Loan" and, collectively, the "Revolving Loans"): (i) may be incurred
by the Borrowers at any time and from time to time on and after the Closing Date
and prior to the date the Total Revolving Commitment is terminated; (ii) except
as otherwise provided, may, at the option of the applicable Borrower, be
incurred and maintained as, or Converted into, Revolving Loans which are Prime
Rate Loans or Eurocurrency Loans, in each case denominated in Dollars or an
Alternative Currency, provided that all Revolving Loans made as part of the same
Revolving Borrowing shall, unless otherwise specifically provided herein,
consist of Revolving Loans of the same Type and currency, and provided further
that Foreign Subsidiary Borrowers may borrow Revolving Loans denominated only in
an Alternative Currency, and provided further that the aggregate principal
amount of Revolving Loans denominated in an Alternative Currency shall not
exceed at any time outstanding the Alternative Currency Sublimit, and provided
further that the aggregate principal amount of Revolving Loans made to Foreign
Subsidiary Borrowers shall not exceed the Foreign Subsidiary Borrower Sublimit;
(iii) may be repaid or prepaid and reborrowed in accordance with the provisions
hereof; (iv) may only be made if after giving effect thereto the Unutilized
Total Revolving Commitment exceeds the aggregate amount of outstanding Swing
Line Loans; and (v) shall not exceed for any Lender at any time outstanding that
aggregate principal amount which, when added to the sum of (1) such Lender's
Swing Line Exposure plus (2) the product at such time of (A) such Lender's
Revolving Facility Percentage, times (B) the aggregate Letter of Credit
Outstandings, equals the Revolving Commitment of such Lender at such time. In
addition, no Revolving Loans shall be incurred at any time if after giving
effect thereto the Borrower would be required to prepay Revolving Loans in
accordance with section 5.2(b).

            (c)   Swing Line Facility. Loans to the Company under the Swing Line
Facility (each a "Swing Line Loan" and, collectively, the "Swing Line Loans"):
(i) shall be made only by the Swing Line Lender; (ii) may be made at any time
and from time to time on and after the Closing Date and prior to the earlier of
(x) the date the Swing Line Commitment expires or is terminated, or (y) the date
the Total Revolving Commitment expires or is terminated; (iii) shall be made
only in Dollars; (iv) shall have a maturity of no longer than one Business Day;
(v) may be incurred only as a Quoted Rate Loan; (vi) may be repaid or prepaid
and reborrowed in accordance with the provisions hereof; (vii) may only be made
if after giving effect thereto the Unutilized Total Revolving Commitment exceeds
the outstanding Swing Line Loans; and (viii) shall not exceed for the Swing Line
Lender at any time outstanding its Swing Line Commitment at such time; and (ix)
shall not exceed in the aggregate, the Swing Line Cap. In addition, no Swing
Line Loan may be incurred at any time if at such time, and in lieu of incurring
such Swing Line Loan, the Borrowers would not have been entitled to make a
Revolving Borrowing consisting of Prime Rate Loans for the same aggregate
principal amount, ignoring for such purposes the difference in the Minimum
Borrowing Amount between Swing Line Loans and Revolving Loans.

            (d)   Increase in Revolving Credit Commitments.

                  (i)   The Company may, by written notice to the Administrative
Agent from time to time, request that the Total Revolving Commitment be
increased by an amount not to exceed the Incremental Revolving Facility Amount
at such time. Upon the approval of such request by the Administrative Agent
(which approval shall not be unreasonably withheld), the Administrative Agent
shall deliver a copy thereof to each Lender with a Revolving Commitment. Such
notice shall set forth the amount of the requested increase in the Total
Revolving Commitment (which shall be in minimum increments of $5,000,000 and a
minimum amount of $10,000,000 or equal to the remaining Incremental Revolving
Facility Amount) and the date on which such increase is requested to become
effective (which shall be not less than 10 Business Days nor more than 60 days
after the date of such notice and which, in any event, must be on or prior to
the Revolving Maturity Date), and shall offer each such Lender the opportunity
to increase its Revolving Commitment by its Revolving Facility Percentage of the

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<PAGE>

proposed increased amount. Each such Lender shall, by notice to the Company and
the Administrative Agent given not more than 10 days after the date of the
Administrative Agent's notice, either agree to increase its Revolving Commitment
by all or a portion of the offered amount (each such Lender so agreeing being an
"Increasing Revolving Lender") or decline to increase its Revolving Commitment
(and any such Lender that does not deliver such a notice within such period of
10 days shall be deemed to have declined to increase its Revolving Commitment),
each Lender so declining or being deemed to have declined being a
"Non-Increasing Revolving Lender"). In the event that, on the 10th day after the
day the Administrative Agent has delivered a notice pursuant to the second
sentence of this paragraph, the Increasing Revolving Lenders have agreed
pursuant to the preceding sentence to increase their Revolving Commitments by an
aggregate amount less than the increase in the Total Revolving Commitment
requested by the Company, the Company may arrange for one or more banks or other
entities (any such bank or other entity referred to in this clause being an
"Augmenting Revolving Lender"), which may include any Lender, to extend
Revolving Commitments or increase their existing Revolving Commitments in an
aggregate amount equal to the unsubscribed amount; provided that each Augmenting
Revolving Lender, if not already a Lender with a Revolving Commitment hereunder,
shall be subject to the approval of the Administrative Agent (which approval
shall not be unreasonably withheld), and the Company and each Augmenting
Revolving Lender shall execute all such documentation as the Administrative
Agent shall reasonably specify to evidence its Revolving Commitment and/or its
status as a Lender with a Revolving Commitment hereunder. Any increase in the
Total Revolving Commitment may be made in an amount which is less than the
increase requested by the Company if the Company is unable to arrange for, or
chooses not to arrange for, Augmenting Revolving Lenders.

            (ii)  Each of the parties hereto agrees that the Administrative
Agent may take any and all actions as may be reasonably necessary to ensure
that, after giving effect to any increase in the Total Revolving Commitment
pursuant to this section 2.1(d), the outstanding Revolving Loans (if any) are
held by the Lenders with Revolving Commitments in accordance with their new
Revolving Facility Percentages. This may be accomplished at the discretion of
the Administrative Agent (w) by requiring the outstanding Revolving Loans to be
prepaid with the proceeds of new Revolving Borrowings, (x) by causing
Non-Increasing Revolving Lenders to assign portions of their outstanding
Revolving Loans to Increasing Revolving Lenders and Augmenting Revolving
Lenders, (y) by permitting the Revolving Borrowings outstanding at the time of
any increase in the Total Revolving Commitment pursuant to this section 2.1(d)
to remain outstanding until the last days of the respective Interest Periods
therefor, even though the Lenders would hold such Revolving Borrowings other
than in accordance with their new Revolving Facility Percentages, or (z) by any
combination of the foregoing. Any prepayment or assignment described in this
paragraph (ii) shall be subject to section 2.10 hereof but otherwise without
premium or penalty.

            (iii) Notwithstanding the foregoing, no increase in the Total
Revolving Commitment (or in the Revolving Credit Commitment of any Lender) or
addition of a new Lender shall become effective under this section 2.1(d)
unless, (1) on the date of such increase, the conditions set forth in section
6.2 shall be satisfied and the Administrative Agent shall have received a
certificate to that effect dated such date and executed by a responsible
financial officer of the Company, (2) the Company shall have provided to the
Administrative Agent and the Lenders an officer's certificate, signed by an
Authorized Officer, and otherwise in form and substance satisfactory to the
Administrative Agent, certifying that all of the Obligations (including any
increase in the Total Revolving Commitment) constitute and will continue to
constitute "Permitted Indebtedness" (as defined in the Indenture), and (3) the
Administrative Agent shall have received (with sufficient copies for each of the
Lenders with Revolving Commitments) legal opinions, board resolutions and an
officer's certificate consistent with those delivered on the Closing Date under
sections 6.1(e), (g) and (o).

   2.2   Minimum Borrowing Amounts, etc.; Pro Rata Borrowings.

        (a)  The aggregate principal amount of each Borrowing by the Borrowers
shall not be less than the Minimum Borrowing Amount. More than one Borrowing may
be incurred by the Borrowers on any day, provided that (i) if there are two or
more Borrowings on a single day by the Borrowers under the same Facility which
consist of Eurocurrency Loans, each such Borrowing shall have a different
initial Interest Period, and (ii) at no time shall there be more than 8
Borrowings of Eurocurrency Loans outstanding hereunder.

        (b)  All Borrowings under a Facility shall be made by the Lenders having
Commitments under such Facility pro rata on the basis of their respective
Commitments under such Facility. It is understood that no Lender shall be
responsible for any default by any other Lender in its obligation to make Loans
hereunder and

                                       23

<PAGE>

that each Lender shall be obligated to make the Loans provided to be made by it
hereunder, regardless of the failure of any other Lender to fulfill its
Commitment hereunder.

     2.3  Procedures for Borrowing or Disbursements of Funds; Notice of
Borrowing.

          (a)   Whenever any Borrower desires to incur Loans, it shall give the
Administrative Agent at its Notice Office,

                (A)   Borrowings of Prime Rate Loans under the Revolving and
         Term Facility: in the case of any Borrowing under the Term Facility or
         the Revolving Facility of Prime Rate Loans to be made hereunder, prior
         to 12:00 noon (local time at its Notice Office), on the proposed date
         thereof written or telephonic notice thereof (in the case of telephonic
         notice, promptly confirmed in writing if so requested by the
         Administrative Agent); or

                (B)   Borrowings of Eurocurrency Loans under the Revolving and
         Term Facility Denominated in Dollars: in the case of any Borrowing
         under a Term Facility or the Revolving Facility of Eurocurrency Loans
         denominated in Dollars to be made hereunder, prior to 12:00 noon (local
         time at its Notice Office), at least three Business Days' prior written
         or telephonic notice thereof (in the case of telephonic notice,
         promptly confirmed in writing if so requested by the Administrative
         Agent); or

                (C)   Borrowings of Eurocurrency Loans under the Revolving
         Facility Denominated in an Alternative Currency: in the case of any
         Borrowing under the Revolving Facility of Eurocurrency Loans
         denominated in an Alternative Currency to be made hereunder, prior to
         12:00 noon (local time at its Notice Office), at least five Business
         Days' prior written or telephonic notice thereof (in the case of
         telephonic notice, promptly confirmed in writing if so requested by the
         Administrative Agent); or

                (D)   Borrowings under the Swing Line Facility: in the case of
         any Borrowing under the Swing Line Facility, if the Administrative
         Agent shall have furnished the Company with a Quoted Rate therefor,
         prior to 1:00 P.M. (local time at its Notice Office), on the proposed
         date thereof written or telephonic notice thereof (in the case of
         telephonic notice, promptly confirmed in writing if so requested by the
         Administrative Agent), which proposed Borrowing shall be within such
         period as the Administrative Agent shall have specified for such Quoted
         Rate.

Each such notice (each such notice, a "Notice of Borrowing") shall (if requested
by the Administrative Agent to be confirmed in writing), be substantially in the
form of Exhibit B-1, and in any event shall be irrevocable and shall specify:
(i) the Facility under which such Borrowing is to be incurred, and if
applicable, the Borrower incurring the Loan; (ii) the aggregate principal amount
of the Loans to be made pursuant to such Borrowing; (iii) the date of the
Borrowing (which shall be a Business Day); (iv) whether the Borrowing shall
consist of Prime Rate Loans, Eurocurrency Loans or Quoted Rate Loans; (v) if the
Borrowing consists of a Swing Line Loan, the Quoted Rate therefor; (vi) if the
requested Borrowing consists of Eurocurrency Loans, the Interest Period to be
initially applicable thereto; and (vii) in the case of requested Borrowing of
Revolving Loans which are Eurocurrency Loans whether the loans are to be
denominated in Dollars or an Alternative Currency. The Administrative Agent
shall promptly give each Lender which has a Commitment under any applicable
Facility written notice (or telephonic notice promptly confirmed in writing) of
each proposed Borrowing under such Facility, of such Lender's proportionate
share thereof and of the other matters covered by the Notice of Borrowing
relating thereto.

          (b)   Borrowings of Eurocurrency Loans Denominated in Alternative
Currency. In the case of a proposed Borrowing comprised of Revolving Loans which
are Eurocurrency Loans denominated in an Alternative Currency, the obligation of
each affected Lender to make its Eurocurrency Loan in Alternative Currency as
part of such Borrowing is subject to the confirmation by the Administrative
Agent to the Company not later than the fourth Business Day before the requested
date of such Borrowing that the requested Alternative Currency is readily and
freely transferable and convertible into Dollars.

If the Administrative Agent has not provided the confirmation referred to above,
the Administrative Agent shall promptly notify the Company and each Lender,
whereupon the Company or the applicable Borrower may, or if the Borrower is a
Foreign Subsidiary Borrower, the Borrower shall, by notice to the Administrative
Agent not later than

                                       24

<PAGE>

the third Business Day before the requested date of such Borrowing, withdraw the
Notice of Borrowing relating to such requested Borrowing. If the Borrower does
so withdraw such Notice of Borrowing, the Borrowing requested in such Notice of
Borrowing shall not occur and the Administrative Agent shall promptly so notify
each Lender. If the applicable Borrower does not so withdraw such Notice of
Borrowing, the Administrative Agent shall promptly so notify each Lender and
such Notice of Borrowing shall be deemed to be a Notice of Borrowing which
requests a Borrowing of Loans comprised of Eurocurrency Loans in an aggregate
amount in Dollars equivalent, on the date the Administrative Agent so notifies
each Lender, to the amount of the originally requested Borrowing in the
Alternative Currency; and in such notice by the Administrative Agent to each
Lender the Administrative Agent shall state such aggregate equivalent amount of
such Borrowing in Dollars and such Lender's ratable portion of such Borrowing.

          (c)   Borrowings of Quoted Rate Loans. Whenever the Company proposes
to submit a Notice of Borrowing with respect to a Swing Line Loan, it will,
prior to submitting such Notice of Borrowing, notify the Administrative Agent of
its intention and request the Administrative Agent to obtain the Quoted Rate to
be applicable thereto prior to the proposed maturity thereof. The Administrative
Agent will immediately so notify the Swing Line Lender, and if the Swing Line
Lender is agreeable to a particular interest rate for the proposed Quoted Rate
Loan if such Loan is made on or prior to a specified date, the Administrative
Agent shall quote such interest rate to the Company as the Quoted Rate
applicable to such proposed Quoted Rate Loan if made on or before such specified
date for a maturity of one Business Day as so proposed by the Company. The Swing
Line Lender contemplates that any Quoted Rate will be a rate of interest which
reflects a margin corresponding to (or greater than) the Applicable Eurocurrency
Margin in effect at the time of quotation of any Quoted Rate over the then
prevailing fully absorbed average cost of funds of the Swing Line Lender,
Federal Funds Effective Rate, commercial paper, call money, overnite repurchase
or other commonly quoted interest rate, in each case as selected by the Swing
Line Lender. Nothing herein shall be deemed to permit any Lender other than the
Swing Line Lender any right of approval with respect to a Quoted Rate.

          (d)   Telephonic Notice. Without in any way limiting the obligation of
any Borrower to confirm in writing any telephonic notice permitted to be given
hereunder, the Administrative Agent may act prior to receipt of written
confirmation without liability upon the basis of such telephonic notice believed
by the Administrative Agent in good faith to be from an Authorized Officer of
the Company entitled to give telephonic notices under this Agreement on behalf
of such Borrower. In each such case, the Administrative Agent's record of the
terms of such telephonic notice shall be conclusive absent manifest error.

          (e)   Disbursement of Funds.

                (i)   No later than 2:00 P.M. (local time at the Payment Office)
on the date specified in each Notice of Borrowing, each Lender will make
available its pro rata share, if any, of each Borrowing requested to be made on
such date in the manner provided below. All amounts shall be made available to
the Administrative Agent in Dollars or the applicable Alternative Currency and
immediately available funds at the Payment Office and the Administrative Agent
promptly will make available to the applicable Borrower by depositing to its
account at the Payment Office the aggregate of the amounts so made available in
the type of funds received. Unless the Administrative Agent has been notified by
any Lender prior to the date of Borrowing that such Lender does not intend to
make available to the Administrative Agent its portion of the Borrowing or
Borrowings to be made on such date, the Administrative Agent may assume that
such Lender has made such amount available to the Administrative Agent on such
date of Borrowing, and the Administrative Agent, in reliance upon such
assumption, may (in its sole discretion and without any obligation to do so)
make available to the applicable Borrower a corresponding amount. If such
corresponding amount is not in fact made available to the Administrative Agent
by such Lender and the Administrative Agent has made available same to a
Borrower, the Administrative Agent shall be entitled to recover such
corresponding amount from such Lender. If such Lender does not pay such
corresponding amount forthwith upon the Administrative Agent's demand therefor,
the Administrative Agent shall promptly notify the applicable Borrower, and such
Borrower shall immediately pay such corresponding amount to the Administrative
Agent. The Administrative Agent shall also be entitled to recover from such
Lender or the applicable Borrower, as the case may be, interest on such
corresponding amount in respect of each day from the date such corresponding
amount was made available by the Administrative Agent to such Borrower to the
date such corresponding amount is recovered by the Administrative Agent, at a
rate per annum equal to (x) if paid by such Lender, the overnight Federal Funds
Effective Rate or (y) if paid by a Borrower, the then applicable rate of
interest, calculated in accordance with section 2.7, for the respective Loans
(but without any requirement to pay any amounts in respect thereof pursuant to
section 2.10).

                                       25

<PAGE>

                (ii)  Nothing herein and no subsequent termination of the
Commitments pursuant to section 4.2 or 4.3 shall be deemed to relieve any Lender
from its obligation to fulfill its commitments hereunder and in existence from
time to time or to prejudice any rights which any Borrower may have against any
Lender as a result of any default by such Lender hereunder.

  2.4     Refunding of, or Participation in, Swing Line Loans.

          (a)   If any Event of Default exists, the Swing Line Lender may, in
its sole and absolute discretion, direct that the Swing Line Loans owing to it
be refunded by delivering a notice to such effect to the Administrative Agent,
specifying the aggregate principal amount thereof (a "Notice of Swing Line
Refunding"). Promptly upon receipt of a Notice of Swing Line Refunding, the
Administrative Agent shall give notice of the contents thereof to the Lenders
with Revolving Commitments and, unless an Event of Default specified in section
10.1(h) in respect of any Borrower has occurred, also to the Company. Each such
Notice of Swing Line Refunding shall be deemed to constitute delivery by the
Company of a Notice of Borrowing requesting Revolving Loans denominated in
Dollars and consisting of Prime Rate Loans in the amount of the Swing Line Loans
to which it relates. Each Lender with a Revolving Commitment (including the
Swing Line Lender in its capacity as a Lender) hereby unconditionally agrees
(notwithstanding that any of the conditions specified in section 6.2 hereof or
elsewhere in this Agreement shall not have been satisfied, but subject to the
provisions of paragraph (b) below) to make a Revolving Loan to the Company in an
amount equal to such Lender's Revolving Facility Percentage of the aggregate
Dollar amount of the Swing Line Loans to which such Notice of Swing Line
Refunding relates. Each such Lender shall make the amount of such Revolving Loan
available to the Administrative Agent in immediately available funds at the
Payment Office not later than 2:00 P.M. (local time at the Payment Office), if
such notice is received by such Lender prior to 11:00 A.M. (local time at its
Domestic Lending Office), or not later than 2:00 P.M. (local time at the Payment
Office) on the next Business Day, if such notice is received by such Lender
after such time. The proceeds of such Revolving Loans shall be made immediately
available to the Swing Line Lender and applied by it to repay the principal
amount of the Swing Line Loans to which such Notice of Swing Line Refunding
related. The Company irrevocably and unconditionally agrees that,
notwithstanding anything to the contrary contained in this Agreement, Revolving
Loans made as herein provided in response to a Notice of Swing Line Refunding
shall constitute Revolving Loans hereunder denominated in Dollars and consisting
of Prime Rate Loans.

          (b)   If prior to the time a Revolving Loan would otherwise have been
made as provided above as a consequence of a Notice of Swing Line Refunding, any
of the events specified in section 10.1(h) shall have occurred in respect of any
Borrower or one or more of the Lenders with Revolving Commitments shall
determine that it is legally prohibited from making a Revolving Loan under such
circumstances, each Lender (other than the Swing Line Lender), or each Lender
(other than the Swing Line Lender) so prohibited, as the case may be, shall, on
the date such Revolving Loan would have been made by it (the "Purchase Date"),
purchase an undivided participating interest in the outstanding Swing Line Loans
to which such Notice of Swing Line Refunding related, in an amount (the "Swing
Line Participation Amount") equal to such Lender's Revolving Facility Percentage
of such Swing Line Loans. On the Purchase Date, each such Lender or each such
Lender so prohibited, as the case may be, shall pay to the Swing Line Lender in
immediately available funds, such Lender's Swing Line Participation Amount, and
promptly upon receipt thereof the Swing Line Lender shall, if requested by such
other Lender, deliver to such Lender a participation certificate, dated the date
of the Swing Line Lender's receipt of the funds from, and evidencing such
Lender's participating interest in such Swing Line Loans and its Swing Line
Participation Amount in respect thereof. If any amount required to be paid by a
Lender to the Swing Line Lender pursuant to the above provisions in respect of
any Swing Line Participation Amount is not paid on the date such payment is due,
such Lender shall pay to the Swing Line Lender on demand interest on the amount
not so paid at the overnight Federal Funds Effective Rate from the due date
until such amount is paid in full.

          (c)   Whenever, at any time after the Swing Line Lender has received
from any other Lender such Lender's Swing Line Participation Amount, the Swing
Line Lender receives any payment from or on behalf of the Company on account of
the related Swing Line Loans, the Swing Line Lender will promptly distribute to
such Lender its Revolving Facility Percentage of such payment on account of its
Swing Line Participation Amount (appropriately adjusted, in the case of interest
payments, to reflect the period of time during which such Lender's participating
interest was outstanding and funded); provided, however, that in the event such
payment received by the Swing Line Lender is required to be returned, such
Lender will return to the Swing Line Lender any portion thereof previously
distributed to it by the Swing Line Lender.

                                       26

<PAGE>

          (d)   Each Lender's obligation to make Revolving Loans and/or to
purchase participations in connection with a Notice of Swing Line Refunding
(which shall in all events be within such Lender's Unutilized Revolving
Commitment, taking into account all outstanding participations in connection
with Swing Line Refundings) shall be subject to the conditions that:

                (i)   such Lender shall have received a Notice of Swing Line
Refunding complying with the provisions hereof, and

                (ii)  at the time the Swing Line Loans which are the subject of
such Notice of Swing Line Refunding were made, the Swing Line Lender had no
actual written notice from another Lender notifying the Swing Line Lender that
an Event of Default had occurred and was continuing under this Agreement and
that any further increases in the aggregate principal amount of Swing Line Loans
would not be entitled to the benefit of the participation arrangements provided
in this section 2.4,

but otherwise shall be absolute and unconditional, shall be solely for the
benefit of the Swing Line Lender and shall not be affected by any circumstance,
including, without limitation, (A) any set-off, counterclaim, recoupment,
defense or other right which such Lender may have against any other Lender, any
Credit Party, or any other person, or any Credit Party may have against any
Lender or other person, as the case may be, for any reason whatsoever; (B) the
occurrence or continuance of a Default or Event of Default; (C) any event or
circumstance involving a Material Adverse Effect upon any Borrower; (D) any
breach of any Credit Document by any party thereto; or (E) any other
circumstance, happening or event, whether or not similar to any of the
foregoing.

   2.5    Notes; Loan Accounts.

          (a)   Forms of Notes. The obligation of each Borrower to pay the
principal of, and interest on, the Loans made to it by each Lender shall be
evidenced (i) if a Term Loan, and if so requested by any Lender with a Term
Commitment, by a promissory note of the Company substantially in the form of
Exhibit A-1 (each a "Term Note" and, collectively, the "Term Notes"), (ii) if a
Revolving Loan, by a promissory note of a Borrower substantially in the form of
Exhibit A-2 with blanks appropriately completed in conformity herewith (each a
"Revolving Note" and, collectively, the "Revolving Notes") and (iii) if a Swing
Line Loan, by a promissory note of the Company substantially in the form of
Exhibit A-3 with blanks appropriately completed in conforming herewith (each, a
"Swing Line Note" and collectively, the "Swing Line Notes");

          (b)   Term Notes. The Term Note issued by the Company to a Lender with
a Term Commitment shall: (i) be executed by the Company; (ii) be payable to the
order of such Lender and be dated on or prior to the Closing Date; (iii) be
payable in the principal amount of Term Loans evidenced thereby; (iv) be payable
in installments as provided in section 5.2(a) and mature on the Term Maturity
Date; (v) bear interest as provided in section 2.7 in respect of the Prime Rate
Loans or Eurocurrency Loans, as the case may be, evidenced thereby; (vi) be
subject to mandatory prepayment as provided in section 5.2; and (vii) be
entitled to the benefits of this Agreement and the other Credit Documents.

          (c)   Revolving Notes. The Revolving Note issued by any Borrower to a
Lender with a Revolving Commitment shall: (i) be executed by such Borrower; (ii)
be payable to the order of such Lender and be dated on or prior to the Closing
Date; (iii) be payable in the principal amount of Revolving Loans evidenced
thereby; (iv) mature on the Revolving Maturity Date; (v) bear interest as
provided in section 2.7 in respect of the Prime Rate Loans or Eurocurrency
Loans, as the case may be, evidenced thereby; (vi) be subject to mandatory
prepayment as provided in section 5.2; and (vii) be entitled to the benefits of
this Agreement and the other Credit Documents.

          (d)   Swing Line Note. The Swing Line Note issued by the Company to
the Swing Line Lender shall: (i) be executed by the Company; (ii) be payable to
the order of such Lender and be dated on or prior to the date the first Loan
evidenced thereby is made; (iii) be in a stated principal amount equal to the
Swing Line Commitment of such Lender and be payable in the principal amount of
Swing Line Loans evidenced thereby; (iv) mature as to any Swing Line Loan
evidenced thereby on the first Business Day following the date such Swing Line
Loan was made; (v) bear interest at the Quoted Rate applicable to the applicable
Swing Line Loan; (vi) be subject to

                                       27

<PAGE>

mandatory prepayment as provided in section 5.2; and (vii) be entitled to the
benefits of this Agreement and the other Credit Documents.

          (e)   Loan Accounts of Lenders. Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrowers to such Lender resulting from each Loan made by
such Lender, including the amounts of principal and interest payable and paid to
such Lender from time to time hereunder.

          (f)   Loan Accounts of Administrative Agent. The Administrative Agent
shall maintain accounts in which it shall record (i) the amount of each Loan
made hereunder, the Type thereof, the particular Facility under which such Loan
was made, and the Interest Period and applicable interest rate if such Loan is a
Eurocurrency Loan, (ii) the amount of any principal due and payable or to become
due and payable from the Borrower to each Lender hereunder, and (iii) the amount
of any sum received by the Administrative Agent hereunder for the account of the
Lenders and each Lender's share thereof.

          (g)   Effect of Loan Accounts, etc. The entries made in the accounts
maintained pursuant to section 2.5(e) and (f) shall be prima facie evidence of
the existence and amounts and amounts of the obligations recorded therein;
provided, that the failure of any Lender or the Administrative Agent to maintain
such accounts or any error therein shall not in any manner affect the obligation
of the Borrowers to repay or prepay the Loans in accordance with the terms of
this Agreement.

          (h)   Endorsements of Amounts on Notes Prior to Transfer. Each Lender
will, prior to any transfer of any of the Notes issued to it by any Borrower,
endorse on the reverse side thereof or the grid attached thereto the outstanding
principal amount of Loans evidenced thereby. Failure to make any such notation
or any error in any such notation shall not affect the obligations of the
Borrowers in respect of such Loans.

    2.6   Conversions. The Borrower shall have the option to Convert on any
Business Day all or a portion at least equal to the applicable Minimum Borrowing
Amount of the outstanding principal amount of its Loans of one Type owing by it
pursuant to a single Facility into a Borrowing or Borrowings pursuant to the
same Facility of another Type of Loans denominated in the same currency which
can be made pursuant to such Facility, provided that:

                (i)   no Conversions may be made with respect to Swing Line
Loans;

                (ii)  no partial Conversion of a Borrowing of Eurocurrency Loans
shall reduce the outstanding principal amount of the Eurocurrency Loans made
pursuant to such Borrowing to less than the Minimum Borrowing Amount applicable
thereto;

                (iii) any Conversion of Eurocurrency Loans into Prime Rate Loans
shall be made on, and only on, the last day of an Interest Period for such
Eurocurrency Loans;

                (iv)  Prime Rate Loans may only be Converted into Eurocurrency
Loans if no Default under section 10.1(a) or Event of Default is in existence on
the date of the Conversion unless the Required Revolving Lenders or the Required
Term Lenders, as applicable, otherwise agree;

                (v)   Prime Rate Loans may not be Converted into Eurocurrency
Loans during any period when such Conversion is not permitted under section 2.9;
and

                (vi)  Borrowings of Eurocurrency Loans resulting from this
section 2.6 shall conform to the requirements of section 2.2. Each such
Conversion shall be effected by the Borrower giving the Administrative Agent at
its Notice Office, prior to 12:00 noon (local time at such Notice Office), at
least three Business Days', in the case of Conversion into a Eurocurrency Loans
(or prior to 12:00 noon (local time at such Notice Office) same Business Day's,
in the case of a Conversion into Prime Rate Loans), prior written notice (or
telephonic notice promptly confirmed in writing if so requested by the
Administrative Agent) (each a "Notice of Conversion"), substantially in the form
of Exhibit B-2, specifying the Loans to be so converted, the Type of Loans to be
converted into and, if to be converted into a Borrowing of Eurocurrency Loans,
the Interest Period to be initially applicable thereto. The Administrative Agent
shall give each Lender prompt notice of any such proposed

                                       28

<PAGE>

Conversion affecting any of its Loans. For the avoidance of doubt, the
prepayment or repayment of any Revolving Loans out of the proceeds of other
Revolving Loans by the Borrower is not considered a Conversion of Revolving
Loans into other Revolving Loans.

Revolving Loans denominated in an Alternative Currency may be continued as
Revolving Loans denominated in such Alternative Currency, bearing interest based
on the Eurocurrency Rate, at the end of any Interest Period.

   2.7    Interest.

          (a)   Interest on Prime Rate Loans. During such periods as a Loan is a
Prime Rate Loan, it shall bear interest at a fluctuating rate per annum which
shall at all times be equal to the Prime Rate in effect from time to time plus
the Applicable Prime Rate Margin for such Loan.

          (b)   Interest on Eurocurrency Loans. During such periods as a Loan
is a Eurocurrency Loan, it shall bear interest at a rate per annum which shall
at all times during an Interest Period therefor be relevant Adjusted
Eurocurrency Rate for such Eurocurrency Loan for such Interest Period plus the
Applicable Eurocurrency Margin for such Loan.

          (c)   Interest on Quoted Rate Loans. During such periods as a Swing
Line Loan is a Quoted Rate Loan, it shall bear interest until maturity (whether
by acceleration or otherwise) at the rate per annum which shall be equal to the
Quoted Rate therefor.

          (d)   Default Interest. Notwithstanding the above provisions, if a
Default under section 10.1(a) or Event of Default is in existence, all
outstanding amounts of principal and, to the extent permitted by law, all
overdue interest, in respect of each Loan shall bear interest, payable on
demand, at a rate per annum equal to 2% per annum above the interest rate which
is or would be applicable from time to time pursuant to section 2.7(a). If any
amount (other than the principal of and interest on the Loans) payable by any
Borrower under the Credit Documents is not paid when due, such amount shall bear
interest, payable on demand, at a rate per annum equal to 2% per annum above the
interest rate which is or would be applicable from time to time pursuant to
section 2.7(a).

          (e)   Accrual and Payment of Interest. Interest shall accrue from and
including the date of any Borrowing to but excluding the date of any prepayment
or repayment thereof and shall be payable:

                (i)   in respect of any Swing Line Loan, monthly in arrears on
the first Business Day of the next succeeding month;

                (ii)  in respect of each Prime Rate Loan, quarterly in arrears
on the last Business Day of each March, June, September and December, and

                (iii) in respect of each Eurocurrency Loan, on the last day of
each Interest Period applicable thereto and, in the case of an Interest Period
in excess of three months, on the dates which are successively three months
after the commencement of such Interest Period, and

                (iv)  on any repayment, prepayment or Conversion (on the amount
repaid, prepaid or Converted), at maturity (whether by acceleration or
otherwise) and, after such maturity, on demand.

          (f)   Computations of Interest. All computations of interest hereunder
shall be made in accordance with section 13.7(b).

          (g)   Information as to Interest Rates. Each Reference Bank agrees to
furnish the Administrative Agent timely information for the purpose of
determining the Adjusted Eurocurrency Rate for any Borrowing consisting of
Eurocurrency Loans. If any one or more of the Reference Banks does not timely
furnish such information, the Administrative Agent shall determine the Adjusted
Eurocurrency Rate on the basis of timely information furnished by the remaining
Reference Banks. The Administrative Agent upon determining the interest rate for
any Borrowing shall promptly notify the Company (on behalf of any applicable
Borrower) and the Lenders thereof.

                                       29

<PAGE>

          (h)   Interest Rate Margins. As used herein the terms "Applicable
Prime Rate Margin" and "Applicable Eurocurrency Margin" shall mean the
applicable rates determined in accordance with the following provisions.

                (i)   Applicable Margin for Term Loans. In the case of the Term
Loans, the Applicable Prime Rate Margin is 175 basis points per annum and the
Applicable Eurocurrency Margin is 325 basis points per annum.

                (ii)  Applicable Margins for Revolving Loans. In the case of the
Revolving Loans, the Applicable Prime Rate Margin or Applicable Eurocurrency
Margin, as the case may be, is the particular rate per annum determined by the
Administrative Agent in accordance with the Pricing Grid Table which appears
below, based on the Company's Leverage Ratio and such Pricing Grid Table, and
the following provisions:

                (A)   Initially, until changed hereunder in accordance with the

         following provisions, the Applicable Prime Rate Margin for Revolving
         Loans will be 150 basis points per annum, and the Applicable
         Eurocurrency Margin for Revolving Loans will be 300 basis points per
         annum.

                (B)   Commencing with the fiscal quarter of the Borrower ended
         on or nearest to September 30, 2002 and continuing with each fiscal
         quarter thereafter, the Administrative Agent will determine the
         Applicable Prime Rate Margin or Applicable Eurocurrency Margin for any
         Revolving Loan in accordance with the Pricing Grid Table, based on the
         Company's Leverage Ratio for the Testing Period ended on the last day
         of the fiscal quarter and identified in such Pricing Grid Table.
         Changes in the Applicable Prime Rate Margin or Applicable Eurocurrency
         Margin based upon changes in such ratio shall become effective on the
         first day of the month following the receipt by the Administrative
         Agent pursuant to section 8.1(a) or (b) of the financial statements of
         the Company, accompanied by the certificate and calculations referred
         to in section 8.1(c), demonstrating the computation of such ratio,
         based upon the ratio in effect at the end of the applicable period
         covered (in whole or in part) by such financial statements.

                (C)   Notwithstanding the above provisions, in no event shall
         there be any reduction during the period of six months following the
         Closing Date in (1) the Applicable Prime Rate Margin for Revolving
         Loans, or (2) the Applicable Eurocurrency Margin for Revolving Loans.

                (D)   Notwithstanding the above provisions, during any period
         when (1) the Company has failed to timely deliver its consolidated
         financial statements referred to in section 8.1(a) or (b), accompanied
         by the certificate and calculations referred to in section 8.1(c), (2)
         a Default under section 10.1(a) has occurred and is continuing, or (3)
         an Event of Default has occurred and is continuing, the Applicable
         Prime Rate Margin and the Applicable Eurocurrency Margin for Revolving
         Loans shall be the highest rate per annum indicated therefor in the
         Pricing Grid Table, regardless of the Company's Leverage Ratio at such
         time, provided that in the case of clause (1) above, the Applicable
         Prime Rate Margin or Applicable Eurocurrency Margin shall be determined
         in accordance with the provisions of this section 2.7 upon delivery of
         such financial statements and certificates.

                (E)   Any changes in the Applicable Prime Rate Margin or
         Applicable Eurocurrency Margin for Revolving Loans shall be determined
         by the Administrative Agent in accordance with the above provisions and
         the Administrative Agent will promptly provide notice of such
         determinations to the Company and the Lenders. Any such determination
         by the Administrative Agent pursuant to this section 2.7(h) shall be
         conclusive and binding absent manifest error.

<TABLE>
<CAPTION>
                                                      PRICING GRID TABLE

                                                  (Expressed in Basis Points)

==============================================================================================================================
           Leverage Ratio             Applicable Prime       Applicable             Applicable        Applicable Utilization
                                         Rate Margin     Eurocurrency Margin   Commitment Fee Rate              Fee
==============================================================================================================================
<S>        <C>                        <C>                <C>                   <C>                    <C>
**3.50 to 1.00                             150.00              300.00                 50.00                    25.00
------------------------------------------------------------------------------------------------------------------------------
**3.00 to 1.00 and # 3.50 to 1.00          125.00              275.00                 50.00                    25.00
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

**greater than

                                       30

<PAGE>

<TABLE>
<CAPTION>
=========================================================================================================
         Leverage Ratio                Applicable      Applicable       Applicable        Applicable
                                       Prime Rate     Eurocurrency    Commitment Fee    Utilization Fee
                                         Margin          Margin            Rate
---------------------------------------------------------------------------------------------------------
<S>                                    <C>            <C>             <C>               <C>
**2.50 to 1.00 and # 3.00 to 1.00        100.00          250.00            50.00             25.00
---------------------------------------------------------------------------------------------------------
**2.00 to 1.00 and # 2.50 to 1.00         75.00          225.00            37.50             25.00
---------------------------------------------------------------------------------------------------------
**2.00                                    50.00          200.00            37.50             12.50
=========================================================================================================
</TABLE>

** denotes greater than

     2.8  Selection and Continuation of Interest Periods.

          (a)  Each Borrower shall have the right

          (x)  at the time it gives a Notice of Borrowing or Notice of
     Conversion in respect of the making of, Conversion into, a Borrowing of
     Eurocurrency Loans, to select in such Notice the Interest Period to be
     applicable to such Borrowing, and

          (y)  prior to 12:00 noon (local time at the Notice Office) on the
     third Business Day prior to the expiration of an Interest Period applicable
     to a Borrowing under a Facility of Eurocurrency Loans, to elect by giving
     the Administrative Agent written or telephonic notice (in the case of
     telephonic notice, promptly confirmed in writing if so requested by the
     Administrative Agent) to Continue all or the Minimum Borrowing Amount of
     the principal amount of such Loans as one or more Borrowings of
     Eurocurrency Loans and to select the Interest Period to be applicable to
     any such Borrowing (any such notice, a "Notice of Continuation"),

which Interest Period shall, at the option of such Borrower, be a one, two,
three or six month period; provided, that notwithstanding anything to the
contrary contained above, each Borrower's right to select an Interest Period or
to effect any Continuation shall be subject to the applicable provisions of
section 2.9 and to the following:

               (i)   the initial Interest Period for any Borrowing of
Eurocurrency Loans shall commence on the date of such Borrowing (the date of a
Borrowing resulting from a Conversion or Continuation shall be the date of such
Conversion or Continuation) and each Interest Period occurring thereafter in
respect of such Borrowing shall commence on the day on which the next preceding
Interest Period expires;

               (ii)  if any Interest Period begins on a day for which there is
no numerically corresponding day in the calendar month at the end of such
Interest Period, such Interest Period shall end on the last Business Day of such
calendar month;

               (iii) if any Interest Period would otherwise expire on a day
which is not a Business Day, such Interest Period shall expire on the next
succeeding Business Day, provided that if any Interest Period would otherwise
expire on a day which is not a Business Day but is a day of the month after
which no further Business Day occurs in such month, such Interest Period shall
expire on the next preceding Business Day;

               (iv)  subject to the foregoing clauses (i) through (iii), (A)
only a one month Interest Period will be available to be selected prior to the
earlier of (x) the Syndication Date or (y) 30 days after the Effective Date; and
(B) all Loans which constitute Eurocurrency Loans and are outstanding during
such period shall have been incurred or Converted or Continued into one or more
Borrowings, with all such Borrowings to have an Interest Period which commences
and ends on the same date;

               (v)   no Interest Period for any Eurocurrency Loan may be
selected which would end after the Maturity Date applicable thereto;

               (vi)  no Interest Period with respect to any Term Borrowing may
be elected that would extend beyond any date upon which a Scheduled Repayment is
required to be made in respect of the Term Loans if, after giving effect to the
selection of such Interest Period, the aggregate principal amount of Term Loans
maintained as Eurocurrency Loans with Interest Periods ending after such date
would exceed the aggregate principal amount of Term Loans permitted to be
outstanding after such Scheduled Repayment;

                                       31

<PAGE>

               (vii)  each Borrowing resulting from a Continuation shall be in
at least the Minimum Borrowing Amount applicable thereto; and

               (viii) no Interest Period may be elected at any time when a
Default under section 10.1(a) or an Event of Default is then in existence unless
the Required Revolving Lenders or the Required Term Lenders, as applicable,
otherwise agree.

          (b)  If upon the expiration of any Interest Period the applicable
Borrower has failed to (or does not) elect a new Interest Period to be
applicable to the respective Borrowing of Eurocurrency Loans as provided above,
the Borrower shall be deemed to have elected to Convert such Borrowing to Prime
Rate Loans effective as of the expiration date of such current Interest Period,
and in the case of any Eurocurrency Loans that are denominated in an Alternative
Currency, such Borrower shall be deemed to have elected effective as of the
expiration of the current Interest Period to continue such Loans in such
Alternative Currency with an Interest Period of one month.

     2.9  Increased Costs, Illegality, etc.

          (a)  In the event that (x) in the case of clause (i) below, the
Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any
Lender, has determined on a reasonable basis (which determination shall, absent
manifest error, be final and conclusive and binding upon all parties hereto):

               (i)    on any date for determining the Adjusted Eurocurrency Rate
for any Interest Period that, by reason of any changes arising after the
Effective Date affecting the interbank Eurocurrency market, adequate and fair
means do not exist for ascertaining the applicable interest rate on the basis
provided for in the definition of Adjusted Eurocurrency Rate; or

               (ii)   at any time, that such Lender shall incur increased costs
or reductions in the amounts received or receivable hereunder in an amount which
such Lender deems material with respect to any Eurocurrency Loans (other than
any increased cost or reduction in the amount received or receivable resulting
from the imposition of or a change in the rate of taxes or similar charges)
because of (x) any change since the Effective Date in any applicable law,
governmental rule, regulation, guideline, order or request (whether or not
having the force of law), or in the interpretation or administration thereof and
including the introduction of any new law or governmental rule, regulation,
guideline, order or request (such as, for example, but not limited to, a change
in official reserve requirements, but, in all events, excluding reserves
includable in the Eurocurrency Rate pursuant to the definition thereof) and/or
(y) other circumstances adversely affecting the interbank Eurocurrency market or
the position of such Lender in such market; or

               (iii)  at any time, that the making or continuance of any
Eurocurrency Loan has become unlawful by compliance by such Lender in good faith
with any change since the Effective Date in any law, governmental rule,
regulation, guideline or order, or the interpretation or application thereof, or
would conflict with any thereof not having the force of law but with which such
Lender customarily complies or has become impracticable as a result of a
contingency occurring after the Effective Date which materially adversely
affects the interbank Eurocurrency market;

then, and in any such event, such Lender (or the Administrative Agent in the
case of clause (i) above) shall (x) on or promptly following such date or time
and (y) within 10 Business Days of the date on which such event no longer exists
give notice (by telephone confirmed in writing) to the Company and to the
Administrative Agent of such determination (which notice the Administrative
Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in
the case of clause (i) above, Eurocurrency Loans shall no longer be available
until such time as the Administrative Agent notifies the Company and the Lenders
that the circumstances giving rise to such notice by the Administrative Agent no
longer exist, and any Notice of Borrowing, Notice of Conversion or Notice of
Continuation given by any Borrower with respect to Eurocurrency Loans which have
not yet been incurred, Converted or Continued shall be deemed rescinded by such
Borrower or, in the case of a Notice of Borrowing, shall, at the option of such
Borrower, be deemed converted into a Notice of Borrowing for Prime Rate Loans to
be made on the date of Borrowing contained in such Notice of Borrowing, (y) in
the case of clause (ii) above, the applicable Borrower shall pay to such Lender,
upon written demand therefor, such additional amounts (in the form of an
increased rate of, or a different method of calculating, interest or otherwise
as such Lender shall determine) as shall be required to

                                       32

<PAGE>

compensate such Lender, for such increased costs or reductions in amounts
receivable hereunder (a written notice as to the additional amounts owed to such
Lender, showing the basis for the calculation thereof, which basis must be
reasonable, submitted to the Company by such Lender shall, absent manifest
error, be final and conclusive and binding upon all parties hereto) and (z) in
the case of clause (iii) above, the applicable Borrower shall take one of the
actions specified in section 2.9(b) as promptly as possible and, in any event,
within the time period required by law.

             (b)   At any time that any Eurocurrency Loan is affected by the
circumstances described in section 2.9(a)(ii) or (iii), the applicable Borrower
may (and in the case of a Eurocurrency Loan affected pursuant to section
2.9(a)(iii), shall) either (i) if the affected Eurocurrency Loan is then being
made pursuant to a Borrowing, by giving the Administrative Agent telephonic
notice (confirmed promptly in writing) thereof on the same date that such
Borrower was notified by a Lender pursuant to section 2.9(a)(ii) or (iii),
cancel said Borrowing, or, if the Borrower is not a Foreign Subsidiary Borrower,
convert the related Notice of Borrowing into one requesting a Borrowing of Prime
Rate Loans or require the affected Lender to make its requested Loan as a Prime
Rate Loan, or (ii) if the affected Eurocurrency Loan is then outstanding, or, if
the Borrower is not a Foreign Subsidiary Borrower, upon at least one Business
Day's notice to the Administrative Agent, require the affected Lender to Convert
each such Eurocurrency Loan into a Prime Rate Loan, or in the case of a Foreign
Subsidiary Borrower, repay such Eurocurrency Loan, provided that if more than
one Lender is affected at any time, then all affected Lenders must be treated
the same pursuant to this section 2.9(b).

             (c)   If any Lender has determined that after the Effective Date,
the adoption of any applicable law, rule or regulation regarding capital
adequacy, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged by law with the interpretation or administration thereof, or
compliance by such Lender or its parent corporation with any request or
directive regarding capital adequacy (whether or not having the force of law) of
any such authority, central bank, or comparable agency, in each case made
subsequent to the Effective Date, has or would have the effect of reducing by an
amount reasonably deemed by such Lender to be material the rate of return on
such Lender's or its parent corporation's capital or assets as a consequence of
such Lender's commitments or obligations hereunder to a level below that which
such Lender or its parent corporation could have achieved but for such adoption,
effectiveness, change or compliance (taking into consideration such Lender's or
its parent corporation's policies with respect to capital adequacy), then from
time to time, within 15 days after demand by such Lender (with a copy to the
Administrative Agent), the applicable Borrower shall pay to such Lender such
additional amount or amounts as will compensate such Lender or its parent
corporation for such reduction. Each Lender, upon determining in good faith that
any additional amounts will be payable pursuant to this section 2.9(c), will
give prompt written notice thereof to the Company, which notice shall set forth,
in reasonable detail, the basis of the calculation of such additional amounts,
which basis must be reasonable, although the failure to give any such notice
shall not release or diminish any of the Borrowers' obligations to pay
additional amounts pursuant to this section 2.9(c) upon the subsequent receipt
of such notice.

             (d)   Notwithstanding anything in this Agreement to the contrary,
(i) no Lender shall be entitled to compensation or payment or reimbursement of
other amounts under section 2.9, 3.5 or 5.4 for any amounts incurred or accruing
more than 180 days prior to the giving of notice to the Company of additional
costs or other amounts of the nature described in such sections, and (ii) no
Lender shall demand compensation for any reduction referred to in section 2.9(c)
or payment or reimbursement of other amounts under section 3.5 or 5.4 if it
shall not at the time be the general policy or practice of such Lender to demand
such compensation, payment or reimbursement in similar circumstances under
comparable provisions of other credit agreements.

       2.10  Breakage Compensation. Each Borrower shall compensate each
applicable Lender, upon its written request (which request shall set forth the
detailed basis for requesting and the method of calculating such compensation),
for all reasonable losses, expenses and liabilities (including, without
limitation, any loss, expense or liability incurred by reason of the liquidation
or reemployment of deposits or other funds required by such Lender to fund its
Eurocurrency Loans or Quoted Rate Loans) which such Lender may sustain: (i) if
for any reason (other than a default by such Lender or the Administrative Agent)
a Borrowing of Eurocurrency Loans or Quoted Rate Loans does not occur on a date
specified therefor in a Notice of Borrowing, Notice of Conversion or Notice of
Continuation (whether or not withdrawn by the Borrower or deemed withdrawn
pursuant to section 2.9(a)); (ii) if any repayment, prepayment or Conversion of
any of its Eurocurrency Loans occurs on a date which is not the last day of an
Interest Period applicable thereto or any Quoted Rate Loans is repaid or prepaid
on a date that is not the maturity date thereof; (iii) if any prepayment of any
of its Eurocurrency Loans or Quoted Rate Loans is not made on any date specified
in a notice of prepayment given by the Borrower; or (iv) as a consequence of (x)
any other default

                                       33

<PAGE>

by the Borrower to repay its Eurocurrency Loans or Quoted Rate Loans when
required by the terms of this Agreement or (y) an election made pursuant to
section 2.9(b).

       2.11  Change of Lending Office; Replacement of Lenders.

             (a)   Each Lender agrees that, upon the occurrence of any event
giving rise to the operation of section 2.9(a)(ii) or (iii), 2.9(c), 3.5 or 5.4
with respect to such Lender, it will, if requested by the Company, use
reasonable efforts (subject to overall policy considerations of such Lender) to
designate another Applicable Lending Office for any Loans or Commitment affected
by such event, provided that such designation is made on such terms that such
Lender and its Applicable Lending Office suffer no economic, legal or regulatory
disadvantage, with the object of avoiding the consequence of the event giving
rise to the operation of any such section.

             (b)   If any Lender requests any compensation, reimbursement or
other payment under section 2.9(a)(ii) or (iii), 2.9(c) or 3.5 with respect to
such Lender, or if any Borrower is required to pay any additional amount to any
Lender or governmental authority pursuant to section 5.4, or if any Lender is a
Defaulting Lender, then the Company may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with the restrictions
contained in section 13.4(c)), all its interests, rights and obligations under
this Agreement to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment); provided that (i)
the Company shall have received the prior written consent of the Administrative
Agent, which consent shall not be unreasonably withheld, (ii) such Lender shall
have received payment of an amount equal to the outstanding principal of its
Loans, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Company (in the case of all other amounts,
including any breakage compensation under section 2.10 hereof), and (iii) in the
case of any such assignment resulting from a claim for compensation,
reimbursement or other payments required to be made under section 2.9(a)(ii) or
(iii), 2.9(c) or 3.5 with respect to such Lender, or resulting from any required
payments to any Lender or governmental authority pursuant to section 5.4, such
assignment will result in a reduction in such compensation, reimbursement or
payments. A Lender shall not be required to make any such assignment and
delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Company to require such assignment
and delegation cease to apply.

             (c)   Nothing in this section 2.11 shall affect or postpone any of
the obligations of any Borrower or the right of any Lender provided in section
2.9, 3.5 or 5.4.

       SECTION 3.  LETTERS OF CREDIT.

       3.1   Letters of Credit.

             (a)   Subject to and upon the terms and conditions herein set
forth, any Borrower may request a Letter of Credit Issuer at any time and from
time to time on or after the Closing Date and prior to the date that is 15
Business Days prior to the Revolving Maturity Date to issue, for the account of
such Borrower, any of its Subsidiaries, or any Affiliate which is at least 45%
owned by the Company and its Subsidiaries (the Company, any such Subsidiary or
any such Affiliate, a "Letter of Credit Obligor"), and in support of worker
compensation, liability insurance, releases of contract retention obligations,
contract performance guarantee requirements and other bonding obligations of the
Company or any such other Letter of Credit Obligor incurred in the ordinary
course of its business, and such other standby obligations of the Company and
the other Letter of Credit Obligors that are acceptable to the Letter of Credit
Issuer, and subject to and upon the terms and conditions herein set forth, such
Letter of Credit Issuer agrees to issue from time to time, irrevocable standby
letters of credit denominated and payable in Dollars or an Alternative Currency
in such form as may be approved by such Letter of Credit Issuer and the
Administrative Agent (each such letter of credit (and each Existing Letter of
Credit described in section 3.1(d)), a "Letter of Credit" and collectively, the
"Letters of Credit").

             (b)   Notwithstanding the foregoing, (i) no Letter of Credit shall
be issued the Stated Amount of which, when added to the Letter of Credit
Outstandings at such time, would exceed either (x) $10,000,000 or (y) when added
to the aggregate principal amount of all Revolving Loans and Swing Line Loans
then outstanding, an amount equal to the Total Revolving Commitment at such
time; (ii) no individual Letter of Credit (other than any Existing Letter of
Credit) shall be issued which has an initial Stated Amount less than $100,000
unless such lesser

                                       34

<PAGE>

Stated Amount is acceptable to the Letter of Credit Issuer; and (iii) each
Letter of Credit shall have an expiry date (including any renewal periods)
occurring not later than the earlier of (A) one year from the date of issuance
thereof, unless a longer period is approved by the relevant Letter of Credit
Issuer and Lenders (other than any Defaulting Lender) holding a majority of the
Total Revolving Commitment, and (B) 15 Business Days prior to the Maturity Date,
in each case on terms acceptable to the Administrative Agent and the relevant
Letter of Credit Issuer. In addition, no Letter of Credit shall be issued or
increased in amount if after giving effect thereto the Borrower would be
required to prepay Revolving Loans in accordance with section 5.2(b).

             (c)   Notwithstanding the foregoing, in the event a Lender Default
exists, no Letter of Credit Issuer shall be required to issue any Letter of
Credit unless either (i) such Letter of Credit Issuer has entered into
arrangements satisfactory to it and the Company to eliminate such Letter of
Credit Issuer's risk with respect to the participation in Letters of Credit of
the Defaulting Lender or Lenders, including by cash collateralizing such
Defaulting Lender's or Lenders' Revolving Facility Percentage of the Letter of
Credit Outstandings; or (ii) the issuance of such Letter of Credit, taking into
account the potential failure of the Defaulting Lender or Lenders to risk
participate therein, will not cause the Letter of Credit Issuer to incur
aggregate credit exposure hereunder with respect to Revolving Loans and Letter
of Credit Outstandings in excess of its Revolving Commitment, and the Company
has undertaken, for the benefit of such Letter of Credit Issuer, pursuant to an
instrument satisfactory in form and substance to such Letter of Credit Issuer,
not to thereafter incur Loans or Letter of Credit Outstandings hereunder which
would cause the Letter of Credit Issuer to incur aggregate credit exposure
hereunder with respect to Revolving Loans and Letter of Credit Outstandings in
excess of its Revolving Commitment.

             (d)   Annex V hereto contains a description of all letters of
credit outstanding on, and to continue in effect after, the Closing Date. Each
such letter of credit issued by a bank that is or becomes a Lender under this
Agreement on the Effective Date (each, an "Existing Letter of Credit") shall
constitute a "Letter of Credit" for all purposes of this Agreement, issued, for
purposes of section 3.4(a), on the Closing Date, and the Borrower, the
Administrative Agent and the applicable Lenders hereby agree that, from and
after such date, the terms of this Agreement shall apply to such Letters of
Credit, superseding any other agreement theretofore applicable to them to the
extent inconsistent with the terms hereof.

       3.2   Letter of Credit Requests: Notices of Issuance.

             (a)   Whenever it desires that a Letter of Credit be issued, the
applicable Borrower shall give the Administrative Agent and the Letter of Credit
Issuer written or telephonic notice (in the case of telephonic notice, promptly
confirmed in writing if so requested by the Administrative Agent) which, if in
the form of written notice shall be substantially in the form of Exhibit B-3, or
transmit by electronic communication (if arrangements for doing so have been
approved by the Letter of Credit Issuer), prior to 12:00 noon (local time at its
Notice Office) at least three Business Days (or such shorter period as may be
acceptable to the relevant Letter of Credit Issuer) prior to the proposed date
of issuance (which shall be a Business Day) (each a "Letter of Credit Request"),
which Letter of Credit Request shall include such supporting documents that such
Letter of Credit Issuer customarily requires in connection therewith (including,
in the case of a Letter of Credit for an account party other than the Company or
a Foreign Subsidiary Borrower, an application for, and if applicable a
reimbursement agreement with respect to, such Letter of Credit). Any such
documents executed in connection with the issuance of a Letter of Credit,
including the Letter of Credit itself, are herein referred to as "Letter of
Credit Documents". In the event of any inconsistency between any of the terms or
provisions of any Letter of Credit Document and the terms and provisions of this
Agreement respecting Letters of Credit, the terms and provisions of this
Agreement shall control. The Administrative Agent shall promptly notify each
Lender of each Letter of Credit Request.

             (b)   Each Letter of Credit Issuer shall, on the date of each
issuance of a Letter of Credit by it, give the Administrative Agent, each
applicable Lender and the Company written notice of the issuance of such Letter
of Credit, accompanied by a copy to the Administrative Agent of the Letter of
Credit or Letters of Credit issued by it. Each Letter of Credit Issuer shall
provide to the Administrative Agent a quarterly (or monthly if requested by any
applicable Lender) summary describing each Letter of Credit issued by such
Letter of Credit Issuer and then outstanding and an identification for the
relevant period of the daily aggregate Letter of Credit Outstandings represented
by Letters of Credit issued by such Letter of Credit Issuer.

       3.3   Agreement to Repay Letter of Credit Drawings.

                                       35

<PAGE>

          (a)  Each Borrower hereby agrees to reimburse (or cause any Letter of
Credit Obligor for whose account a Letter of Credit was issued to reimburse)
each Letter of Credit Issuer, by making payment directly to such Letter of
Credit Issuer in immediately available funds at the payment office of such
Letter of Credit Issuer, for any payment or disbursement made by such Letter of
Credit Issuer under any Letter of Credit (each such amount so paid or disbursed
until reimbursed, an "Unpaid Drawing") immediately after, and in any event on
the date on which, such Letter of Credit Issuer notifies such Borrower (or any
such other Letter of Credit Obligor for whose account such Letter of Credit was
issued) of such payment or disbursement (which notice to such Borrower (or such
other Letter of Credit Obligor) shall be delivered reasonably promptly after any
such payment or disbursement), such payment to be made in Dollars (and in the
amount which is the Dollar equivalent of any such payment or disbursement made
or denominated in an Alternative Currency), with interest on the amount so paid
or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior
to 1:00 P.M. (local time at the payment office of the Letter of Credit Issuer)
on the date of such payment or disbursement, from and including the date paid or
disbursed to but not including the date such Letter of Credit Issuer is
reimbursed therefor at a rate per annum which shall be the rate then applicable
to Revolving Loans which are Prime Rate Loans (plus an additional 2% per annum
if not reimbursed by the third Business Day after the date of such payment or
disbursement), any such interest also to be payable on demand.

          (b)  Each Borrower's obligation under this section 3.3 to reimburse,
or cause another Letter of Credit Obligor to reimburse, each Letter of Credit
Issuer with respect to Unpaid Drawings (including, in each case, interest
thereon) shall be absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment which any
Borrower or any other Letter of Credit Obligor may have or have had against such
Letter of Credit Issuer, the Administrative Agent, any other Letter of Credit
Issuer or any Lender, including, without limitation, any defense based upon the
failure of any drawing under a Letter of Credit to conform to the terms of the
Letter of Credit or any non-application or misapplication by the beneficiary of
the proceeds of such drawing, provided, however that no Borrower shall be
obligated to reimburse, or cause another Letter of Credit Obligor to reimburse,
a Letter of Credit Issuer for any wrongful payment made by such Letter of Credit
Issuer under a Letter of Credit as a result of acts or omissions constituting
willful misconduct or gross negligence on the part of such Letter of Credit
Issuer.

     3.4  Letter of Credit Participations.

          (a)  Immediately upon the issuance by a Letter of Credit Issuer of any
Letter of Credit (and on the Closing Date with respect to any Existing Letter of
Credit), such Letter of Credit Issuer shall be deemed to have sold and
transferred to each Lender with a Revolving Commitment, and each such Lender
(each a "Participant") shall be deemed irrevocably and unconditionally to have
purchased and received from such Letter of Credit Issuer, without recourse or
warranty, an undivided interest and participation, to the extent of such
Lender's Revolving Facility Percentage, in such Letter of Credit, each
substitute letter of credit, each drawing made thereunder, the obligations of
the Borrowers under this Agreement with respect thereto (although Letter of
Credit Fees shall be payable directly to the Administrative Agent for the
account of the Lenders as provided in section 4.1(b) and the Participants shall
have no right to receive any portion of any fees of the nature contemplated by
section 4.1(c)), the obligations of any Letter of Credit Obligor under any
Letter of Credit Documents pertaining thereto, and any security for, or guaranty
pertaining to, any of the foregoing. Upon any change in the Revolving
Commitments of the Lenders pursuant to section 13.4(c), it is hereby agreed
that, with respect to all outstanding Letters of Credit and Unpaid Drawings,
there shall be an automatic adjustment to the participations pursuant to this
section 3.4 to reflect the new Revolving Facility Percentages of the assigning
and assignee Lender.

          (b)  In determining whether to pay under any Letter of Credit, a
Letter of Credit Issuer shall not have any obligation relative to the
Participants other than to determine that any documents required to be delivered
under such Letter of Credit have been delivered and that they appear to comply
on their face with the requirements of such Letter of Credit. Any action taken
or omitted to be taken by a Letter of Credit Issuer under or in connection with
any Letter of Credit if taken or omitted in the absence of gross negligence or
willful misconduct, shall not create for such Letter of Credit Issuer any
resulting liability.

          (c)  In the event that a Letter of Credit Issuer makes any payment
under any Letter of Credit and a Borrower shall not have reimbursed (or caused
any applicable Letter of Credit Obligor to reimburse) such amount in full to
such Letter of Credit Issuer pursuant to section 3.3(a), such Letter of Credit
Issuer shall promptly notify the Administrative Agent, and the Administrative
Agent shall promptly notify each Participant of such failure, and each
Participant shall promptly and unconditionally pay to the Administrative Agent
for the account of such

                                       36

<PAGE>

Letter of Credit Issuer, the amount of such Participant's Revolving Facility
Percentage of such payment in U.S. Dollars (the Administrative Agent having
determined in the case of any payment by a Letter of Credit Issuer made in an
Alternative Currency the equivalent thereof in Dollars) and in same day funds,
provided, however, that no Participant shall be obligated to pay to the
Administrative Agent its Revolving Facility Percentage of such unreimbursed
amount for any wrongful payment made by such Letter of Credit Issuer under a
Letter of Credit as a result of acts or omissions constituting willful
misconduct or gross negligence on the part of such Letter of Credit Issuer. If
the Administrative Agent so notifies any Participant required to fund a payment
under a Letter of Credit prior to 11:00 A.M. (local time at its Notice Office)
on any Business Day, such Participant shall make available to the Administrative
Agent for the account of the relevant Letter of Credit Issuer such Participant's
Revolving Facility Percentage of the amount of such payment on such Business Day
in same day funds. If and to the extent such Participant shall not have so made
its Revolving Facility Percentage of the amount of such payment available to the
Administrative Agent for the account of the relevant Letter of Credit Issuer,
such Participant agrees to pay to the Administrative Agent for the account of
such Letter of Credit Issuer, forthwith on demand such amount, together with
interest thereon, for each day from such date until the date such amount is paid
to the Administrative Agent for the account of such Letter of Credit Issuer at
the Federal Funds Effective Rate. The failure of any Participant to make
available to the Administrative Agent for the account of the relevant Letter of
Credit Issuer its Revolving Facility Percentage of any payment under any Letter
of Credit shall not relieve any other Participant of its obligation hereunder to
make available to the Administrative Agent for the account of such Letter of
Credit Issuer its Revolving Facility Percentage of any payment under any Letter
of Credit on the date required, as specified above, but no Participant shall be
responsible for the failure of any other Participant to make available to the
Administrative Agent for the account of such Letter of Credit Issuer such other
Participant's Revolving Facility Percentage of any such payment.

          (d)  Whenever a Letter of Credit Issuer receives a payment of a
reimbursement obligation as to which the Administrative Agent has received for
the account of such Letter of Credit Issuer any payments from the Participants
pursuant to section 3.4(c) above, such Letter of Credit Issuer shall pay to the
Administrative Agent and the Administrative Agent shall promptly pay to each
Participant which has paid its Revolving Facility Percentage thereof, in U.S.
dollars and in same day funds, an amount equal to such Participant's Revolving
Facility Percentage of the principal amount thereof and interest thereon
accruing after the purchase of the respective participations, as and to the
extent so received.

          (e)  The obligations of the Participants to make payments to the
Administrative Agent for the account of each Letter of Credit Issuer with
respect to Letters of Credit shall be irrevocable and not subject to
counterclaim, set-off or other defense or any other qualification or exception
whatsoever and shall be made in accordance with the terms and conditions of this
Agreement under all circumstances, including, without limitation, any of the
following circumstances:

               (i)   any lack of validity or enforceability of this Agreement or
any of the other Credit Documents;

               (ii)  the existence of any claim, set-off defense or other right
which the Borrower (or any other Letter of Credit Obligor) may have at any time
against a beneficiary named in a Letter of Credit, any transferee of any Letter
of Credit (or any person for whom any such transferee may be acting), the
Administrative Agent, any Letter of Credit Issuer, any Lender, or other person,
whether in connection with this Agreement, any Letter of Credit, the
transactions contemplated herein or any unrelated transactions (including any
underlying transaction between any Borrower (or any other Letter of Credit
Obligor) and the beneficiary named in any such Letter of Credit), other than any
claim which the Borrower (or any other Letter of Credit Obligor which is the
account party with respect to a Letter of Credit) may have against any
applicable Letter of Credit Issuer for gross negligence or willful misconduct of
such Letter of Credit Issuer in making payment under any applicable Letter of
Credit;

               (iii) any draft, certificate or other document presented under
the Letter of Credit proving to be forged, fraudulent, invalid or insufficient
in any respect or any statement therein being untrue or inaccurate in any
respect;

               (iv)  the surrender or impairment of any security for the
performance or observance of any of the terms of any of the Credit Documents: or

                                       37

<PAGE>

               (v)   the occurrence of any Default or Event of Default.

          (f)  To the extent the Letter of Credit Issuer is not indemnified by a
Borrower, the Participants will reimburse and indemnify the Letter of Credit
Issuer, in proportion to their respective Revolving Facility Percentages, for
and against any and all liabilities, obligations, losses, damages, penalties,
claims, actions, judgments, costs, expenses or disbursements of whatsoever kind
or nature which may be imposed on, asserted against or incurred by the Letter of
Credit Issuer in performing its respective duties in any way related to or
arising out of its issuance of Letters of Credit, provided that no Participants
shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, claims, actions, judgments, costs, expenses or disbursements
resulting from the Letter of Credit Issuer's gross negligence or willful
misconduct.

     3.5  Increased Costs. If after the Effective Date, the adoption of any
applicable law, rule or regulation, or any change therein, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Letter of Credit Issuer or any Lender with any
request or directive (whether or not having the force of law) by any such
authority, central bank or comparable agency (in each case made subsequent to
the Effective Date) shall either (i) impose, modify or make applicable any
reserve, deposit, capital adequacy or similar requirement against Letters of
Credit issued by such Letter of Credit Issuer or such Lender's participation
therein, or (ii) shall impose on such Letter of Credit Issuer or any Lender any
other conditions affecting this Agreement, any Letter of Credit or such Lender's
participation therein; and the result of any of the foregoing is to increase the
cost to such Letter of Credit Issuer or such Lender of issuing, maintaining or
participating in any Letter of Credit, or to reduce the amount of any sum
received or receivable by such Letter of Credit Issuer or such Lender hereunder
(other than any increased cost or reduction in the amount received or receivable
resulting from the imposition of or a change in the rate of taxes or similar
charges), then, upon demand to the Borrower by such Letter of Credit Issuer or
such Lender (a copy of which notice shall be sent by such Letter of Credit
Issuer or such Lender to the Administrative Agent), the applicable Borrower
shall pay to such Letter of Credit Issuer or such Lender such additional amount
or amounts as will compensate any such Letter of Credit Issuer or such Lender
for such increased cost or reduction. A certificate submitted to the Company by
any Letter of Credit Issuer or any Lender, as the case may be (a copy of which
certificate shall be sent by such Letter of Credit Issuer or such Lender to the
Administrative Agent), setting forth, in reasonable detail, the basis for the
determination of such additional amount or amounts necessary to compensate any
Letter of Credit Issuer or such Lender as aforesaid shall be conclusive and
binding on the Borrowers absent manifest error, although the failure to deliver
any such certificate shall not release or diminish any of the Borrowers'
obligations to pay additional amounts pursuant to this section 3.5. Reference is
hereby made to the provisions of section 2.9(d) for certain limitations upon the
rights of a Letter of Credit Issuer or Lender under this section.

     3.6  Guaranty of Letter of Credit Obligations of Other Letter of Credit
Obligors.

          (a)  The Company hereby unconditionally guarantees, for the benefit of
the Administrative Agent and the Lenders, the full and punctual payment of the
Obligations of each other Letter of Credit Obligor under each Letter of Credit
Document to which such Other Letter of Credit Obligor is now or hereafter
becomes a party. Upon failure by any such Other Letter of Credit Obligor to pay
punctually any such amount, the Company shall forthwith on demand by the
Administrative Agent pay the amount not so paid at the place and in the currency
and otherwise in the manner specified in this Agreement or any applicable Letter
of Credit Document.

          (b)  As a separate, additional and continuing obligation, the Company
unconditionally and irrevocably undertakes and agrees, for the benefit of the
Administrative Agent and the Lenders, that, should any amounts not be
recoverable from the Company under section 3.6(a) for any reason whatsoever
(including, without limitation, by reason of any provision of any Credit
Document or any other agreement or instrument executed in connection therewith
being or becoming void, unenforceable, or otherwise invalid under any applicable
law) then, notwithstanding any notice or knowledge thereof by any Lender, the
Administrative Agent, any of their respective Affiliates, or any other person,
at any time, the Company as sole, original and independent obligor, upon demand
by the Administrative Agent, will make payment to the Administrative Agent, for
the account of the Lenders and the Administrative Agent, of all such obligations
not so recoverable by way of full indemnity, in such currency and otherwise in
such manner as is provided in the Credit Documents.

                                       38

<PAGE>

          (c)  The obligations of the Company under this section shall be
unconditional and absolute and, without limiting the generality of the foregoing
shall not be released, discharged or otherwise affected by the occurrence, one
or more times, of any of the following:

               (i)   any extension, renewal, settlement, compromise, waiver or
release in respect to any obligation of any Other Letter of Credit Obligor under
any Letter of Credit Document, by operation of law or otherwise;

               (ii)  any modification or amendment of or supplement to this
Agreement, any Note or any other Credit Document;

               (iii) any release, non-perfection or invalidity of any direct or
indirect security for any obligation of any Borrower under this Agreement, any
Note or any other Credit Document or of any Other Letter of Credit Obligor under
any Letter of Credit Document;

               (iv)  any change in the corporate existence, structure or
ownership of any Other Letter of Credit Obligor or any insolvency, bankruptcy,
reorganization or other similar proceeding affecting any Other Letter of Credit
Obligor or its assets or any resulting release or discharge of any obligation of
any Other Letter of Credit Obligor contained in any Letter of Credit Document;

               (v)   the existence of any claim, set-off or other rights which
any Borrower may have at any time against any Other Letter of Credit Obligor,
the Administrative Agent, any Lender or any other person, whether in connection
herewith or any unrelated transactions;

               (vi)  any invalidity or unenforceability relating to or against
any Other Letter of Credit Obligor for any reason of any Letter of Credit
Document, or any provision of applicable law or regulation purporting to
prohibit the payment by any Other Letter of Credit Obligor of any Obligations in
respect of any Letter of Credit; or

               (vii) any other act or omission to act or delay of any kind by
any Other Letter of Credit Obligor, the Administrative Agent, any Lender or any
other person or any other circumstance whatsoever which might, but for the
provisions of this section, constitute a legal or equitable discharge of the
Company's obligations under this section.

          (d)  The Company's obligations under this section shall remain in full
force and effect until the Commitments shall have terminated and the principal
of and interest on the Notes and all other amounts payable by the Company under
the Credit Documents and by any Other Letter of Credit Obligor under the Letter
of Credit Documents shall have been paid in full. If at any time any payment of
any of the Obligations of any Other Letter of Credit Obligor in respect of any
Letter of Credit Documents is rescinded or must be otherwise restored or
returned upon the insolvency, bankruptcy or reorganization of such Other Letter
of Credit Obligor, the Company's obligations under this section with respect to
such payment shall be reinstated at such time as though such payment had been
due but not made at such time.

          (e)  The Company irrevocably waives acceptance hereof, presentment,
demand, protest and any notice not provided for herein, as well as any
requirement that at any time any action be taken by any person against any Other
Letter of Credit Obligor or any other person, or against any collateral or
guaranty of any other person.

          (f)  Until the indefeasible payment in full of all of the Obligations
and the termination of the Commitments of the Lenders hereunder, the Company
shall have no rights, by operation of law or otherwise, upon making any payment
under this section to be subrogated to the rights of the payee against any Other
Letter of Credit Obligor with respect to such payment or otherwise to be
reimbursed, indemnified or exonerated by any Other Letter of Credit Obligor in
respect thereof.

          (g)  In the event that acceleration of the time for payment of any
amount payable by any Other Letter of Credit Obligor under any Letter of Credit
Document is stayed upon insolvency, bankruptcy or reorganization of such Other
Letter of Credit Obligor, all such amounts otherwise subject to acceleration
under the

                                       39

<PAGE>

terms of any applicable Letter of Credit Document shall nonetheless be payable
by the Company under this section forthwith on demand by the Administrative
Agent.

     SECTION 4.  FEES; COMMITMENTS.

     4.1  Fees.

          (a)  Commitment Fees; Utilization Fees.

               (i)   The Company agrees to pay to the Administrative Agent fees
("Commitment Fees") for the account of each Non-Defaulting Lender which has a
Revolving Commitment for the period from and including the Effective Date to,
but not including, the Revolving Maturity Date or, if earlier, the date upon
which the Total Revolving Commitment has been terminated, computed for each day
at a rate per annum equal to the Applicable Commitment Fee Rate for such day on
the amount of such Lender's Revolving Facility Percentage of the Unutilized
Total Revolving Commitment for such day. In addition, the Company agrees to pay
to the Administrative Agent fees ("Utilization Fees") for the account of each
Non-Defaulting Lender which has a Revolving Commitment for the period from and
including the Effective Date to, but not including, the Revolving Maturity Date
or, if earlier, the date upon which the Total Revolving Commitment has been
terminated, for each day on which the Unutilized Total Revolving Commitment
equals or exceeds 50% of the Total Revolving Commitment at a rate per annum
equal to the Applicable Utilization Fee for such day on the amount of such
Lender's Revolving Facility Percentage of the Unutilized Total Revolving
Commitment for such day. Commitment Fees and Utilization Fees shall be due and
payable in arrears on the last Business Day of each March, June, September and
December and on the Revolving Maturity Date or, if earlier, the date upon which
the Total Revolving Commitment has been terminated.

               (ii)  As used herein the terms "Applicable Commitment Fee Rate"
and "Applicable Utilization Fee Rate" shall mean the particular rate per annum
determined by the Administrative Agent in accordance with the Pricing Grid Table
which appears in section 2.7(h), based on the Company's Leverage Ratio and such
Pricing Grid Table, and the following provisions:

               (A)   Initially, until changed hereunder in accordance with the
     following provisions, the Applicable Commitment Fee Rate will be 50 basis
     points per annum and the Applicable Utilization Fee Rate will be 25 basis
     points per annum.

               (B)   Commencing with the fiscal quarter of the Borrower ended on
     or nearest to September 30, 2002, and continuing with each fiscal quarter
     thereafter, the Administrative Agent will determine the Applicable
     Commitment Fee Rate and Applicable Utilization Fee Rate in accordance with
     the Pricing Grid Table, based on the Company's Leverage Ratio for the
     Testing Period ended on the last day of the fiscal quarter and identified
     in such Pricing Grid Table. Changes in the Applicable Commitment Fee Rate
     based upon changes in such ratio shall become effective on the first day of
     the month following the receipt by the Administrative Agent pursuant to
     section 8.1(a) or (b) of the financial statements of the Company,
     accompanied by the certificate and calculations referred to in section
     8.1(c), demonstrating the computation of such ratio, based upon the ratio
     in effect at the end of the applicable period covered (in whole or in part)
     by such financial statements.

               (C)   Notwithstanding the above provisions, in no event shall
     there be any reduction during the period of six months following the
     Closing Date in the Applicable Commitment Fee Rate.

               (D)   Notwithstanding the above provisions, during any period
     when (1) the Borrower has failed to timely deliver its consolidated
     financial statements referred to in section 8.1(a) or (b), accompanied by
     the certificate and calculations referred to in section 8.1(c), (2) a
     Default under section 10.1(a) has occurred and is continuing, or (3) an
     Event of Default has occurred and is continuing, the Applicable Commitment
     Fee Rate and Applicable Utilization Fee Rate shall each be the highest rate
     per annum indicated therefor in the Pricing Grid Table, regardless of the
     Company's Leverage Ratio at such time, provided that in the case of clause
     (1) above, the Applicable Commitment Fee Rate and Applicable Utilization
     Fee Rate shall be determined in accordance with the provisions of this
     section 4.1(a) upon the delivery of such financial statements and
     certificates.

                                       40

<PAGE>

               (E)  Any changes in the Applicable Commitment Fee Rate or the
     Applicable Utilization Fee Rate shall be determined by the Administrative
     Agent in accordance with the above provisions and the Administrative Agent
     will promptly provide notice of such determinations to the Company and the
     Lenders. Any such determination by the Administrative Agent pursuant to
     this section 4.1(a)(ii) shall be conclusive and binding absent manifest
     error.

          (b)  Letter of Credit Fees. The Company agrees to pay to the
Administrative Agent, for the account of each Non-Defaulting Lender which has a
Revolving Commitment, pro rata on the basis of its Revolving Facility
Percentage, a fee in respect of each Letter of Credit (the "Letter of Credit
Fee"), computed for each day at the rate per annum equal to the Applicable
Eurocurrency Margin then in effect for Revolving Loans on the Stated Amount of
all Letters of Credit oustanding on such day. Letter of Credit Fees shall accrue
and be payable quarterly in arrears on the last Business Day of each fiscal
quarter and on the date the Total Commitment is terminated and no Letters of
Credit remain outstanding. The Company also agrees to pay additional Letter of
Credit Fees, on demand, at the rate of 200 basis points per annum, on the Stated
Amount of each Letter of Credit, for any period when a Default under section
10.1(a) or Event of Default is in existence.

          (c)  Facing Fees. The Company agrees to pay directly to each Letter of
Credit Issuer, for its own account, a fee in respect of each Letter of Credit
issued by it (a "Facing Fee"), payable on the date of issuance (or any increase
in the amount, or renewal or extension) thereof, computed at the rate of 1/8 of
1% per annum on the Stated Amount thereof for the period from the date of
issuance (or increase, renewal or extension) to the expiration date thereof
(including any extensions of such expiration date which may be made at the
election of the beneficiary thereof).

          (d)  Additional Charges of Letter of Credit Issuer. The Company agrees
to pay directly to each Letter of Credit Issuer upon each issuance of, drawing
under, and/or amendment, extension, renewal or transfer of, a Letter of Credit
issued by it such amount as shall at the time of such issuance, drawing,
amendment, extension, renewal or transfer be the administrative or processing
charge which such Letter of Credit Issuer is customarily charging for issuances
of, drawings under or amendments, extensions, renewals or transfers of, letters
of credit issued by it.

          (e)  Other Fees. The Company shall pay to the Administrative Agent on
the Effective Date and thereafter, for its own account and/or for distribution
to the Lenders, such fees as heretofore agreed by the Company and the
Administrative Agent.

          (f)  Computations of Fees. All computations of Fees shall be made in
accordance with section 13.7(b).

     4.2  Voluntary Termination/Reduction of Commitments. Upon at least three
Business Days' prior written notice (or telephonic notice confirmed in writing)
to the Administrative Agent at its Notice Office (which notice the
Administrative Agent shall promptly transmit to each of the Lenders), the
Company shall have the right to:

          (a)  terminate the Total Commitment, provided that (i) all outstanding
Loans are contemporaneously prepaid in accordance with section 5.1, and (ii)
either (A) no Letters of Credit remain outstanding, or (B) the Company shall
contemporaneously either (x) cause all outstanding Letters of Credit to be
surrendered for cancellation (any such Letters of Credit to be replaced by
letters of credit issued by other financial institutions acceptable to the
Required Revolving Lenders), or (y) the Company shall pay to the Administrative
Agent an amount in cash and/or Cash Equivalents equal to 100% of the Letter of
Credit Outstandings and the Administrative Agent shall hold such payment as
security for the reimbursement obligations of the Company hereunder in respect
of Letters of Credit pursuant to a cash collateral agreement to be entered into
in form and substance reasonably satisfactory to the Administrative Agent and
the Company (which shall permit certain investments in Cash Equivalents
satisfactory to the Administrative Agent and the Company until the proceeds are
applied to the secured obligations);

          (b)  terminate the Total Term Commitment, provided that all
outstanding Term Loans are contemporaneously prepaid in accordance with section
5.1;

                                       41

<PAGE>

          (c)  partially and permanently reduce the Unutilized Total Revolving
Commitment, provided that (i) any such reduction shall apply to proportionately
and permanently reduce the Revolving Commitment of each of the Lenders; (ii) any
partial reduction of the Unutilized Total Revolving Commitment pursuant to this
section 4.2(c) shall be in the amount of at least $10,000,000 (or, if greater,
in integral multiples of $1,000,000); and (iii) after giving effect to any such
partial reduction of the Unutilized Total Revolving Commitment, the Unutilized
Total Revolving Commitment then in effect shall exceed the then aggregate
outstanding principal amount of the Term Loans by at least $10,000,000; and/or

          (d)  after the incurrence of Term Loans on the Closing Date, partially
and permanently reduce the Total Term Commitment only by making Scheduled
Repayments of Term Loans pursuant to section 5.2, and prepayments of Term Loans
pursuant to sections 5.1 and 5.2.

The Company may not reduce the Unutilized Total Term Commitment, in whole or in
part, prior to the Borrowing of Term Loans on the Closing Date.

     4.3  Mandatory Adjustments of Commitments, etc.

          (a)  The Total Commitment (and the Commitment of each Lender) shall
terminate on May 8, 2002, unless the Closing Date has occurred on or prior to
such date.

          (b)  The Total Term Commitment shall terminate (and the Term
Commitment of each Lender shall terminate) on the earlier of (x) the Term
Maturity Date and (y) the date on which a Change of Control occurs.

          (c)  The Total Revolving Commitment (and the Revolving Commitment of
each Lender) shall terminate on the earlier of (x) the Revolving Maturity Date
and (y) the date on which a Change of Control occurs.

          (d)  The Swing Line Commitment shall terminate on the earlier of (x)
the Swing Line Maturity Date and (y) the date on which a Change of Control
occurs.

          (e)  The Total Term Commitment shall  be permanently reduced at the
time of each

               (i)    voluntary prepayment of Term Loans pursuant to section
5.1, without premium or penalty,

               (ii)   Scheduled Repayment of Term Loans pursuant to section 5.2,
without premium or penalty, and

               (iii)  mandatory prepayment of Term Loans pursuant to section
5.2, without premium or penalty, in an amount equal to the aggregate principal
amount of the Term Loans so repaid or prepaid.

          (f)  The Total Revolving Commitment shall be permanently reduced,
without premium or penalty, at the time that any mandatory prepayment of
Revolving Loans would be made pursuant to section 5.2(h), (i), (j) or (k)
(including, in each case, as contemplated by section 5.2(o)), as if Revolving
Loans were then outstanding in the full amount of the Total Revolving
Commitment, in an amount equal to the required prepayment of principal of
Revolving Loans which would be required to be made in such circumstance. Any
such required reduction shall apply to proportionately and permanently reduce
the Revolving Commitment of each of the affected Lenders. The Company will
provide at least three Business Days' prior written notice (or telephonic notice
confirmed in writing) to the Administrative Agent at its Notice Office (which
notice the Administrative Agent shall promptly transmit to each of the Lenders),
of any reduction of the Total Revolving Commitment pursuant to this section
4.3(f), specifying the date and amount of the reduction.

                                       42

<PAGE>

     SECTION 5.  PAYMENTS.

     5.1   Voluntary Prepayments. The Borrowers shall have the right to prepay
any of the Loans, in whole or in part, without premium or penalty (except as
specified below), from time to time on the following terms and conditions:

           (a)   the applicable Borrower shall give the Administrative Agent at
the Notice Office written or telephonic notice (in the case of telephonic
notice, promptly confirmed in writing if so requested by the Administrative
Agent) of its intent to prepay the Loans, the amount of such prepayment and (in
the case of Eurocurrency Loans or Quoted Rate Loans) the specific Borrowing(s)
pursuant to which made, which notice shall be received by the Administrative
Agent by

                 (i)    12:00 noon (local time at the Notice Office) three
Business Days prior to the date of such prepayment, in the case of any
prepayment of Eurocurrency Loans, or

                 (ii)   12:00 noon (local time at the Notice Office) on the date
of such prepayment, in the case of any prepayment of Prime Rate Loans, and which
notice shall promptly be transmitted by the Administrative Agent to each of the
affected Lenders;

           (b)   in the case of prepayment of any Borrowings under the Revolving
Facility, each partial prepayment of any such Borrowing shall be in an aggregate
principal of at least $1,000,000 or an integral multiple of $500,000 in excess
thereof, in the case of Prime Rate Loans, and at least $5,000,000 or an integral
multiple of $1,000,000 in excess thereof, in the case of Eurocurrency Loans;

           (c)   in the case of prepayment of any Borrowers under the Swing Line
Facility, each partial prepayment of such Borrower shall be in an aggregate
principal amount of $100,000 or an integral multiple of $50,000 in excess
thereof;

           (d)   in the case of prepayment of any Borrowings under the Term
Facility, (i) such prepayment shall be applied to reduce the Scheduled
Repayments in respect of such Facility in inverse order of maturity, and (ii)
each partial prepayment of any such Borrowing shall be in an aggregate principal
of at least $1,000,000 or an integral multiple of $500,000 in excess thereof, in
the case of Prime Rate Loans, and at least $5,000,000 or an integral multiple of
$1,000,000 in excess thereof, in the case of Eurocurrency Loans;

           (e)   no prepayment of any Term Loans pursuant to this section 5.1
shall be made if after giving effect thereto and any Revolving Borrowings made
in connection therewith the Unutilized Total Revolving Commitment would not be
at least $20,000,000;

           (f)   no partial prepayment of any Loans made pursuant to a Borrowing
shall reduce the aggregate principal amount of such Loans outstanding pursuant
to such Borrowing to an amount less than the Minimum Borrowing Amount applicable
thereto;

           (g)   each prepayment in respect of any Loans made pursuant to a
Borrowing shall be applied pro rata among such Loans; and

           (h)   each prepayment of Eurocurrency Loans or Quoted Rate Loans
pursuant to this section 5.1 on any date other than the last day of the Interest
Period applicable thereto in the case of Eurocurrency Loans, or on the Maturity
date thereof, in the case of Quoted Rate Loans, shall be accompanied by any
amounts payable in respect thereof under section 2.10.

     5.2   Scheduled Repayments and Mandatory Prepayments. The Loans shall be
subject to mandatory repayment or prepayment in accordance with the following
provisions:

           (a)   Scheduled Repayments of Term Loans. On each of the dates set
forth below the Company shall be required to, and shall, repay the principal
amount of its Term Loans in the amount set forth opposite such date, except that
the payment due on the Term Maturity Date shall in any event be in the amount of

                                       43

<PAGE>

the entire remaining principal amount of the outstanding Term Loans (each such
repayment, as the same may be reduced pursuant to section 5.1(c) or sections
5.2(g), (h), (i), (j) or (k)), a "Scheduled Repayment"):

          =============================================================
                     DATE                      TERM LOANS

          -------------------------------------------------------------
          June 30, 2002                        $   250,000
          -------------------------------------------------------------
          September 30, 2002                   $   250,000
          -------------------------------------------------------------
          December 31, 2002                    $   250,000
          -------------------------------------------------------------
          March 31, 2003                       $   250,000
          -------------------------------------------------------------
          June 30, 2003                        $   250,000
          -------------------------------------------------------------
          September 30, 2003                   $   250,000
          -------------------------------------------------------------
          December 31, 2003                    $   250,000
          -------------------------------------------------------------
          March 31, 2004                       $   250,000
          -------------------------------------------------------------
          June 30, 2004                        $   250,000
          -------------------------------------------------------------
          September 30, 2004                   $   250,000
          -------------------------------------------------------------
          December 31, 2004                    $   250,000
          -------------------------------------------------------------
          March 31, 2005                       $   250,000
          -------------------------------------------------------------
          June 30, 2005                        $   250,000
          -------------------------------------------------------------
          September 30, 2005                   $   250,000
          -------------------------------------------------------------
          December 31, 2005                    $   250,000
          -------------------------------------------------------------
          March 31, 2006                       $   250,000
          -------------------------------------------------------------
          June 30, 2006                        $   250,000
          -------------------------------------------------------------
          September 30, 2006                   $   250,000
          -------------------------------------------------------------
          December 31, 2006                    $   250,000
          -------------------------------------------------------------
          March 31, 2007                       $   250,000
          -------------------------------------------------------------
          June 30, 2007                        $   250,000
          -------------------------------------------------------------
          September 30, 2007                   $   250,000
          -------------------------------------------------------------
          December 31, 2007                    $   250,000
          -------------------------------------------------------------
          March 31, 2008                       $   250,000
          -------------------------------------------------------------
          April 30, 2008                       $94,000,000
          =============================================================

          (b)  Mandatory Prepayment of Revolving Loans, etc. if Outstanding
Revolving Loans, Swing Line Loans and Letter of Credit Outstandings Exceed Total
Revolving Commitment. If on any date (after giving effect to any other payments
on such date) the sum of (i) the aggregate outstanding principal amount of
Revolving Loans plus (ii) the aggregate outstanding principal amount of Swing
Line Loans plus (iii) the aggregate amount of Letter of Credit Outstandings,
exceeds the Total Revolving Commitment as then in effect, the Borrowers shall
prepay on such date that principal amount of Revolving Loans and, after
Revolving Loans have been paid in full, Unpaid Drawings, in an aggregate amount
at least equal to such excess and conforming in the case of partial prepayments
of Revolving Loans to the requirements as to the amounts of partial prepayments
of Loans which are contained in section 5.1. If, after giving effect to the
prepayment of Swing Line Loans, Revolving Loans and Unpaid Drawings, the
aggregate amount of Letter of Credit Outstandings exceeds the Total Revolving
Commitment as then in effect, the Borrower shall pay to the Administrative Agent
an amount in cash and/or Cash Equivalents equal to such excess and the
Administrative Agent shall hold such payment as security for the reimbursement
obligations of the Company hereunder in respect of Letters of Credit pursuant to
a cash collateral agreement to be entered into in form and substance reasonably
satisfactory to the Administrative Agent and the Company (which shall permit
certain investments in Cash Equivalents satisfactory to the Administrative Agent
and the Company until the proceeds are applied to the secured obligations).

          (c)  Mandatory Prepayment---If Loans Denominated In Alternative
Currency Exceed Alternative Currency Sublimit If on any date (after giving
effect to any other payments on such date) the aggregate outstanding principal
amount of Revolving Loans denominated in Alternative Currency exceeds the
Alternative Currency Sublimit, the Borrowers shall prepay on such date Revolving
Loans denominated in Alternative Currency in an aggregate principal amount at
least equal to such excess and conforming in the case of partial prepayments of
Revolving Loans to the requirements as to the amounts of partial prepayments
which are contained in section 5.1.

                                       44

<PAGE>

          (d)  Mandatory Prepayment---If Loans to Foreign Subsidiary Borrowers
Exceed the Foreign Subsidiary Borrower Sublimit. If on any date (after giving
effect to any other payments on such date) the aggregate outstanding principal
amount of Revolving Loans made to Foreign Subsidiary Borrowers exceeds the
Foreign Subsidiary Borrower Sublimit, the Foreign Subsidiary Borrowers shall
prepay on such date Revolving Loans in an aggregate principal amount at least
equal to such excess and conforming in the case of partial prepayments of
Revolving Loans to the requirements as to the amounts of partial prepayments
which are contained in section 5.1.

          (e)  Mandatory Prepayment---If Swing Line Loans Exceed Unutilized
Total Revolving Commitment. If on any date (after giving effect to any other
payments on such date) the aggregate outstanding principal amount of Swing Line
Loans exceeds the Unutilized Total Revolving Commitment as then in effect, the
Company shall prepay on such date Swing Line Loans in an aggregate principal
amount at least equal to such excess and conforming in the case of partial
prepayments of Swing Line Loans to the requirements as to the amounts of partial
prepayments which are contained in section 5.1.

          (f)  Mandatory Prepayment---If Swing Line Loans Exceed Swing Line
Commitment. If on any date (after giving effect to any other payments on such
date) the aggregate outstanding principal amount of Swing Line Loans exceeds the
Swing Line Commitment as then in effect, the Company shall prepay on such date
Swing Line Loans in an aggregate principal amount at least equal to such excess
and conforming in the case of partial prepayments of Loans to the requirements
as to the amounts of partial prepayments which are contained in section 5.1.

          (g)  Mandatory Prepayment---Excess Cash Flow. Within 10 days after the
date in each calendar year on which the Company delivers its audited financial
statements to the Lenders pursuant to section 8.1(a) hereof with respect to the
preceding fiscal year of the Company (or, if the Company fails to do so as
required by said section 8.1(a), within 10 days after the last date by which
such audited financial statements are required to have been so delivered
pursuant to said section 8.1(a)), commencing with the financial statements for
the fiscal year ended December 31, 2002, if the Company's Leverage Ratio for the
Testing Period then ended exceeds 3.25 to 1.00, then the Company shall prepay
the principal of the Loans in an aggregate amount (an "Excess Cash Flow
Prepayment Amount"), conforming to the requirements as to the amount of partial
prepayments contained in section 5.1, at least equal to 50% of the amount of
Excess Cash Flow for such fiscal year. Prepayments of the Loans pursuant to this
section 5.2(g) shall be applied (i) first, to the Term Loan, and with the Excess
Cash Flow Prepayment Amount being applied to reduce the Scheduled Repayments in
inverse order of their maturity, and (ii) second, after no Term Loans are
outstanding, to the Revolving Loans. The Company shall be entitled to credit
against the Excess Cash Flow Prepayment Amount payable on any date the principal
amount of Term Loans prepaid pursuant to section 5.1 subsequent to the end of
the preceding fiscal year and on or prior to the date such Excess Cash Flow
Prepayment Amount is payable.

          (h)  Mandatory Prepayment---Certain Proceeds of Asset Sales. If during
any fiscal year of the Company, the Company and its Subsidiaries have received
cumulative Cash Proceeds during such fiscal year from one or more Asset Sales of
at least $10,000,000 not later than the third Business Day following the date of
receipt of any Cash Proceeds in excess of such amount, an amount, conforming to
the requirements as to the amount of partial prepayments contained in section
5.1, equal to 100% of the Net Cash Proceeds then received in excess of such
amount from any Asset Sale shall be applied as a mandatory prepayment of
principal of first, the outstanding Term Loans and second, after no Term Loans
are outstanding, the outstanding Revolving Loans; provided, that (i) if no
Default under section 10.1(a) or Event of Default has occurred and is
continuing, (ii) the Company and its Subsidiaries have scheduled Consolidated
Capital Expenditures during the following 12 months, and (iii) the Company
notifies the Administrative Agent of the amount and nature thereof and of its
intention to reinvest all or a portion of such Net Cash Proceeds in such
Consolidated Capital Expenditures during such 12 month period, then no such
prepayment shall be required to the extent of the amount of such Net Cash
Proceeds as to which the Company so indicates such reinvestment will take place.
If at the end of any such 12 month period any portion of such Net Cash Proceeds
has not been so reinvested, the Company will immediately make a prepayment of
the principal of first, the outstanding Term Loans, and second, after no Term
Loans are outstanding, the outstanding Revolving Loans, as provided above, in an
amount, conforming to the requirements as to amount of partial prepayments
contained in section 5.1, at least equal to such remaining amount. Prepayments
of the Term Loans pursuant to this section 5.2(h) shall be applied to the
Scheduled Repayments in inverse order of their maturity.

                                       45

<PAGE>

          (i)  Mandatory Prepayment---Certain Proceeds of Equity Sales. Not
later than the Business Day following the date of the receipt by the Company
and/or any Subsidiary of the cash proceeds (net of underwriting discounts and
commissions, placement agent fees and other customary fees and costs associated
therewith) from any sale or issuance of equity securities by the Company or any
Subsidiary after the Closing Date (other than (i) any inter-company sale to the
Company or any Subsidiary, (ii) any sale or issuance to management, employees
(or key employees) or directors pursuant to stock option or similar plans for
the benefit of management, employees (key employees) or directors generally, and
(iii) other sales or issuances to members of senior management of the Company),
the Company will prepay the principal of first, the outstanding Term Loan, and
second, after no Term Loans are outstanding, the outstanding Revolving Loans, in
an aggregate amount, conforming to the requirements as to the amounts of partial
prepayments contained in section 5.1, which is not less than (x) 100% of such
net proceeds, or (y) if less, an amount equal to the then aggregate outstanding
principal amount of the outstanding Loans, if any. Prepayments of the Term Loan
pursuant to this section 5.2(i) shall be applied to the Scheduled Repayments in
inverse order of their maturity.

          (j)  Mandatory Prepayment---Certain Proceeds of Debt. Not later than
the Business Day following the date of the receipt by the Company of the cash
proceeds (net of underwriting discounts and commissions, placement agent fees
and other customary fees and costs associated therewith) from any sale or
issuance of debt securities by the Company or any subsidiary after the Closing
Date in an underwritten public offering, Rule 144A offering, or private
placement with one or more institutional investors, or from any type of loan
transaction (other than as permitted by section 9.4), the Company will prepay
the principal of first, the outstanding Term Loans, and second, after no Term
Loans are outstanding, the outstanding Revolving Loans, in an aggregate amount,
conforming to the requirements as to the amounts of partial prepayments
contained in section 5.1, which is not less than (x) 100% of such net proceeds,
or (y) if less, an amount equal to the then aggregate outstanding principal
amount of the outstanding Loans, if any. Prepayments of the Term Loans pursuant
to this section 5.2(j) shall be applied to the Scheduled Repayments in inverse
order of their maturity.

          (k)  Mandatory Prepayment---Certain Proceeds of an Event of Loss. If
during any fiscal year of the Company, the Company and its Subsidiaries have
received cumulative Cash Proceeds during such fiscal year from one or more
Events of Loss of at least $10,000,000, not later than the third Business Day
following the date of receipt of any Cash Proceeds in excess of such amount, an
amount, conforming to the requirements as to the amount of partial prepayments
contained in section 5.1, at least equal to 100% of the Net Cash Proceeds then
received in excess of such amount from any Event of Loss, shall be applied as a
mandatory prepayment of principal of first, the outstanding Term Loan, and
second, after no Term Loans are outstanding, the outstanding Revolving Loans;
provided, that notwithstanding the foregoing, any such Net Cash Proceeds
representing proceeds of business interruption insurance may instead be applied
first, to the principal of outstanding Revolving Loans, and second, after no
Revolving Loans are outstanding, to the principal of Term Loans, but otherwise
in accordance with the above provisions. Prepayments of the Term Loans pursuant
to this section 5.2(k) shall be applied to the Scheduled Repayments in inverse
order of their maturity.

          Notwithstanding the foregoing, in the event any property suffers an
     Event of Loss and (i) the Cash Proceeds received in any fiscal year as a
     result of such Event of Loss are less than $20,000,000, (ii) no Default
     under section 10.1(a) or Event of Default has occurred and is continuing,
     (iii) the Company notifies the Administrative Agent and the Lenders in
     writing that it intends to rebuild or restore the affected property, that
     such rebuilding or restoration can be accomplished within 18 months out of
     such Cash Proceeds and other funds available to the Company, then no such
     prepayment of the Loans shall be required if the Company immediately
     deposits such Cash Proceeds in a cash collateral deposit account over which
     the Collateral Agent shall have sole dominion and control, and which shall
     constitute part of the Collateral under the Security Documents and may be
     applied as provided in section 10.3 if an Event of Default occurs and is
     continuing. So long as no Default under section 10.1(a) or Event of Default
     has occurred and is continuing, the Collateral Agent is authorized to
     disburse amounts from such cash collateral deposit account to or at the
     direction of the Company for application to the costs of rebuilding or
     restoration of the affected property. Any amounts not so applied to the
     costs of rebuilding or restoration or as provided in section 10.3 shall be
     applied to the prepayment of the Loans as provided above.

          (l)  Mandatory Prepayment---Change of Control. On the date on which a
Change of Control occurs, notwithstanding anything to the contrary contained in
this Agreement, no further Borrowings shall be made and the then outstanding
principal amount of all Loans, if any, and other Obligations, shall become due
and payable and shall be prepaid in full, together with accrued interest and
Fees (and in the case of any such required

                                       46

<PAGE>

prepayment of Term Loans, any premium which would then be payable if such
prepayment had instead been made pursuant to section 5.1) and the Company shall
contemporaneously either (i) cause all outstanding Letters of Credit to be
surrendered for cancellation (any such Letters of Credit to be replaced by
letters of credit issued by other financial institutions acceptable to the
Required Revolving Lenders), or (ii) the Company shall pay to the Administrative
Agent an amount in cash and/or Cash Equivalents equal to 100% of the Letter of
Credit Outstandings and the Administrative Agent shall hold such payment as
security for the reimbursement obligations of the Company hereunder in respect
of Letters of Credit pursuant to a cash collateral agreement to be entered into
in form and substance reasonably satisfactory to the Administrative Agent and
the Company (which shall permit certain investments in Cash Equivalents
satisfactory to the Administrative Agent and the Company until the proceeds are
applied to the secured obligations).

          (m)  Right of Term Lenders to Forego Certain Mandatory Prepayments.
Each Term Lender shall have the right to forego the application to its Term
Loans of any mandatory prepayment of Loans required to be made pursuant to
section 5.2(g) in accordance with the following provisions:

               (i)    The Administrative Agent shall, on or prior to 3:00 P.M.
(local time at the Notice Office) on the date it receives immediately available
funds from the Borrower in respect of a mandatory prepayment of Loans pursuant
to section 5.2(g) give each Term Lender written or telephonic notice of (A) the
amount of such mandatory prepayment, (B) the portion thereof proposed to be
applied to the Term Loans of such Term Lender in accordance with section 5.2(g)
and (C) such Term Lender's right to forego the application to its Term Loans of
the portion of such mandatory prepayment, which notice shall request such Term
Lender to confirm to the Administrative Agent whether or not it wishes to forego
such application to its Term Loans.

               (ii)   If any Term Lender so indicates its desire to forego such
application to the prepayment of its Term Loans by giving the Administrative
Agent written or telephonic notice to such effect by 5:00 P.M. (local time at
the Notice Office) on the second Business Day after the date such Term Lender
receives such written or telephonic notice from the Administrative Agent, the
amount of the applicable prepayment which otherwise would have been applied to
its Term Loans shall, notwithstanding anything to the contrary contained in this
section 5.2, be applied instead to the prepayment of the Revolving Loans, or, at
the option of the Company, applied as a voluntary prepayment of the Term Loans
in accordance with the provisions of section 5.1 hereof.

               (iii)  The Administrative Agent may act without liability upon
the basis of any such telephonic notice or written notice believed by the
Administrative Agent in good faith to be from an authorized representative of a
Term Lender. In the case of each such telephonic notice, the Administrative
Agent's record of the terms of such telephonic notice shall be conclusive absent
manifest error.

               (iv)   Any Term Lender which does not respond to the
Administrative Agent within the time period specified above to a notice from the
Administrative Agent requesting it to confirm whether or not it wishes to
exercise its right to forego the application of its portion of such prepayment
to its Term Loans pursuant to this section 5.2(m) shall be deemed to have waived
such right to forego such application.

               (v)    Notwithstanding anything to the contrary contained in this
Agreement, the Administrative Agent may defer, until the next Business Day, the
distribution to the Lenders of any portion of any mandatory prepayment of Loans
received by the Administrative Agent pursuant to section 5.2(g) as to which the
Administrative Agent is determining whether or not the Term Lenders wish to
exercise their rights under this section 5.2(m).

          (n)  Particular Loans to be Prepaid. With respect to each repayment or
prepayment of Loans required by this section 5.2, the applicable Borrower shall
designate the Types of Loans which are to be repaid or prepaid and the specific
Borrowing(s) pursuant to which such repayment or prepayment is to be made,
provided that (i) the Borrowers shall first so designate all Loans that are
Prime Rate Loans and Eurocurrency Loans with Interest Periods ending on the date
of repayment or prepayment prior to designating any other Eurocurrency Loans for
repayment or prepayment, (ii) if the outstanding principal amount of
Eurocurrency Loans made pursuant to a Borrowing is reduced below the applicable
Minimum Borrowing Amount as a result of any such repayment or prepayment, then
all the Loans outstanding pursuant to such Borrowing shall be converted into
Prime Rate Loans, and (iii) each repayment and prepayment of any Loans made
pursuant to a Borrowing shall be applied pro rata among such Loans. In the
absence of a designation by a Borrower as described in the preceding sentence,
the

                                       47

<PAGE>

Administrative Agent shall, subject to the above, make such designation in
its sole discretion with a view, but no obligation, to minimize breakage costs
owing under section 2.10. Any repayment or prepayment of Eurocurrency Loans or
Quoted Rate Loans pursuant to this section 5.2 shall in all events be
accompanied by such compensation as is required by section 2.10.

          (o)  Certain Applications of Proceeds. If an Event of Default shall
have occurred (and whether or not such Event of Default shall have been waived),
and, unless otherwise agreed by the Required Revolving Lenders, the proceeds of
any prepayment required to be made pursuant to section 5.2(g), (h), (i), (j) or
(k) above shall be applied to the outstanding principal amount of all Loans on a
pro rata basis. Any amounts to be distributed for application to a Lender's
liabilities with respect to any Letter of Credit shall be held by the Collateral
Agent in an interest bearing trust account (the "Special Trust Account") as
collateral security for such liabilities until a drawing on any Letter of
Credit, at which time such amounts, together with interest accrued thereon,
shall be released by the Collateral Agent and applied to such liabilities. If
any such Letter of Credit shall expire without having been drawn upon in full,
the amounts held in the Special Trust Account with respect to the undrawn
portion of such Letter of Credit, together with interest accrued thereon, shall
be applied to the outstanding principal amount of all Loans and Letters of
Credit on a pro rata basis.

     5.3  Method and Place of Payment. Except as otherwise specifically provided
herein, all payments under this Agreement shall be made to the Administrative
Agent for the ratable (based on its pro rata share) account of the Lenders
entitled thereto, not later than 12:00 noon (local time at the Payment Office)
on the date when due and shall be made at the Payment Office in immediately
available funds and in lawful money of the United States of America (in the case
of Loans denominated in Dollars) or in the applicable Alternative Currency (in
the case of Loans denominated in Alternative Currency), it being understood that
written notice by the Company to the Administrative Agent to make a payment from
the funds in the Company's account at the Payment Office shall constitute the
making of such payment to the extent of such funds held in such account. Any
payments under this Agreement which are made later than 12:00 noon (local time
at the Payment Office) shall be deemed to have been made on the next succeeding
Business Day. Whenever any payment to be made hereunder shall be stated to be
due on a day which is not a Business Day, the due date thereof shall be extended
to the next succeeding Business Day and, with respect to payments of principal,
interest shall be payable during such extension at the applicable rate in effect
immediately prior to such extension.

     5.4  Net Payments.

          (a)  All payments made by the Borrowers hereunder, under any Note or
any other Credit Document, will be made without setoff, counterclaim or other
defense. Except as provided for in section 5.4(b), all such payments will be
made free and clear of, and without deduction or withholding for, any present or
future taxes, levies, imposts, duties, fees, assessments or other charges of
whatever nature now or hereafter imposed by any jurisdiction or by any political
subdivision or taxing authority thereof or therein with respect to such payments
(but excluding any tax imposed on or measured by the net income or net profits
of a Lender pursuant to the laws of the jurisdiction under which such Lender is
organized or the jurisdiction in which the principal office or Applicable
Lending Office of such Lender is located or any subdivision thereof or therein)
and all interest, penalties or similar liabilities with respect to such non
excluded taxes, levies imposts, duties, fees, assessments or other charges (all
such nonexcluded taxes levies, imposts, duties, fees assessments or other
charges being referred to collectively as "Taxes"). If any Taxes are so levied
or imposed, the Company agrees to pay the full amount of such Taxes and such
additional amounts as may be necessary so that every payment by it of all
amounts due hereunder, under any Note or under any other Credit Document, after
withholding or deduction for or on account of any Taxes will not be less than
the amount provided for herein or in such Note or in such other Credit Document.
If any amounts are payable in respect of Taxes pursuant to the preceding
sentence, the Company agrees to reimburse each Lender, upon the written request
of such Lender for taxes imposed on or measured by the net income or profits of
such Lender pursuant to the laws of the jurisdiction in which such Lender is
organized or in which the principal office or Applicable Lending Office of such
Lender is located or under the laws of any political subdivision or taxing
authority of any such jurisdiction in which the principal office or Applicable
Lending Office of such Lender is located and for any withholding of income or
similar taxes imposed by the United States of America as such Lender shall
determine are payable by, or withheld from, such Lender in respect of such
amounts so paid to or on behalf of such Lender pursuant to the preceding
sentence and in respect of any amounts paid to or on behalf of such Lender
pursuant to this sentence, which request shall be accompanied by a statement
from such Lender setting forth, in reasonable detail, the computations used in
determining such amounts. The Company will furnish to the Administrative Agent
within 45 days after the date the payment of any Taxes, or any withholding or
deduction on

                                       48

<PAGE>

account thereof, is due pursuant to applicable law certified copies of tax
receipts, or other evidence satisfactory to the Lender, evidencing such payment
by the Company. The Company will indemnify and hold harmless the Administrative
Agent and each Lender, and reimburse the Administrative Agent or such Lender
upon its written request, for the amount of any Taxes so levied or imposed and
paid or withheld by such Lender.

          (b)  Each Lender that is not a United States person (as such term is
defined in section 7701(a)(30) of the Code) for Federal income tax purposes
agrees to provide to the Company and the Administrative Agent on or prior to the
Effective Date, or in the cases of a Lender that is an assignee or transferee of
an interest under this Agreement pursuant to section 13.4 (unless the respective
Lender was already a Lender hereunder immediately prior to such assignment or
transfer and such Lender is in compliance with the provisions of this section
5.4(b)), on the date of such assignment or transfer to such Lender, (i) two
accurate and complete original signed copies of Internal Revenue Service W-8BEN
or W-8EIC (or successor forms) certifying to such Lender's entitlement to a
complete exemption from United States withholding tax with respect to payments
to be made under this Agreement, any Note or any other Credit Document, or (ii)
if the Lender is not a "bank" within the meaning of section 881(c)(3)(A) of the
Code and cannot deliver either Internal Revenue Service Form W-8BEN or W-8EIC
pursuant to clause (i) above, (x) a certificate substantially in the form of
Exhibit F (any such certificate, a "Section 5.4(b)(ii) Certificate") and (y) two
accurate and complete original signed copies of Internal Revenue Service Form
W-8 (or successor form) certifying to such Lender's entitlement to a complete
exemption from United States withholding tax with respect to payments of
interest to be made under this Agreement, any Note or any other Credit Document.
In addition, each Lender agrees that from time to time after the Effective Date,
when a lapse in time or change in circumstances renders the previous
certification obsolete or inaccurate in any material respect, it will deliver to
the Company and the Administrative Agent two new accurate and complete original
signed copies of Internal Revenue Service Form W-8BEN or W-8EIC, or Form W-8 and
a Section 5.4(b)(ii) Certificate, as the case may be, and such other forms as
may be required in order to confirm or establish the entitlement of such Lender
to a continued exemption from or reduction in United States withholding tax with
respect to payments under this Agreement, any Note or any other Credit Document,
or it shall immediately notify the Company and the Administrative Agent of its
inability to deliver any such Form or Certificate, in which case such Lender
shall not be required to deliver any such Form or Certificate pursuant to this
section 5.4(b). Notwithstanding anything to the contrary contained in section
5.4(a), but subject to section 13.4(c) and the immediately succeeding sentence,
(x) the Company shall be entitled, to the extent it is required to do so by law,
to deduct or withhold income or other similar taxes imposed by the United States
(or any political subdivision or taxing authority thereof or therein) from
interest, fees or other amounts payable hereunder for the account of any Lender
which is not a United States person (as such term is defined in section
7701(a)(30) of the Code) for United States federal income tax purposes and which
has not provided to the Company such forms that establish a complete exemption
from such deduction or withholding and (y) the Company shall not be obligated
pursuant to section 5.4(a) hereof to gross-up payments to be made to a Lender in
respect of income or similar taxes imposed by the United States or any
additional amounts with respect thereto (I) if such Lender has not provided to
the Company the Internal Revenue Service forms required to be provided to the
Company pursuant to this section 5.4(b) or (II) in the case of a payment other
than interest, to a Lender described in clause (ii) above, to the extent that
such forms do not establish a complete exemption from withholding of such taxes.
Notwithstanding anything to the contrary contained in the preceding sentence or
elsewhere in this section 5.4 and except as specifically provided for in section
13.4(c), the Company agrees to pay additional amounts and indemnify each Lender
in the manner set forth in section 5.4(a) (without regard to the identity of the
jurisdiction requiring the deduction or withholding) in respect of any Taxes
deducted or withheld by it as described in the previous sentence as a result of
any changes after the Effective Date in any applicable law, treaty, governmental
rule, regulation, guideline or order, or in the interpretation thereof, relating
to the deducting or withholding of income or similar Taxes.

          (c)  If any Lender, in its sole opinion, determines that it has
finally and irrevocably received or been granted a refund in respect of any
Taxes paid as to which indemnification has been paid by the Company pursuant to
this section, it shall promptly remit such refund (including any interest
received in respect thereof), net of all out-of-pocket costs and expenses;
provided, that the Company agrees to promptly return any such refund (plus
interest) to such Lender in the event such Lender is required to repay such
refund to the relevant taxing authority. Any such Lender shall provide the
Company with a copy of any notice of assessment from the relevant taxing
authority (redacting any unrelated confidential information contained therein)
requiring repayment of such refund. Nothing contained herein shall impose an
obligation on any Lender to apply for any such refund.

          (d)  Reference is hereby made to the provisions of section 2.9(d) for
certain limitations upon the rights of a Lender under this section.

                                       49

<PAGE>

     SECTION 6.   CONDITIONS PRECEDENT.

     6.1   Conditions Precedent at Closing Date. The obligation of the Lenders
to make Loans, and of any Letter of Credit Issuer to issue Letters of Credit, is
subject to the satisfaction of each of the following conditions on the Closing
Date:

           (a)   Effectiveness; Notes. On or prior to the Closing Date, (i) the
Effective Date shall have occurred and (ii) there shall have been delivered to
the Administrative Agent for the account of each Lender each appropriate Note
executed by the appropriate Borrowers, in each case, in the amount, maturity and
as otherwise provided herein.

           (b)   Fees, etc. The Company shall have paid or caused to be paid all
fees required to be paid by it on or prior to such date pursuant to section 4.1
hereof and all reasonable fees and expenses of the Administrative Agent and of
special counsel to the Administrative Agent which have been invoiced on or prior
to such date in connection with the preparation, execution and delivery of this
Agreement and the other Credit Documents and the consummation of the
transactions contemplated hereby and thereby.

           (c)   Other Credit Documents. The Credit Parties named therein shall
have duly executed and delivered and there shall be in full force and effect,
and original counterparts shall have been delivered to the Administrative Agent,
in sufficient quantities for the Administrative Agent and the Lenders, of (i)
the Subsidiary Guaranty (as modified, amended or supplemented from time to time
in accordance with the terms thereof and hereof, the "Subsidiary Guaranty"),
substantially in the form attached hereto as Exhibit C-1, (ii) the Security
Agreement (as modified, amended or supplemented from time to time in accordance
with the terms thereof and hereof, the "Security Agreement"), substantially in
the form attached hereto as Exhibit C-2; (iii) the Collateral Assignment of
Patents and Security Agreement (as modified, amended or supplemented from time
to time in accordance with the terms thereof and hereof, the "Collateral
Assignment of Patents"), substantially in the form attached hereto as Exhibit
C-3; (iv) the Collateral Assignment of Trademarks and Security Agreement (as
modified, amended or supplemented from time to time in accordance with the terms
thereof and hereof, the "Collateral Assignment of Trademarks"), substantially in
the form attached hereto as Exhibit C-4; (v) the Pledge Agreement (as modified,
amended or supplemented from time to time in accordance with the terms thereof
and hereof, the "Pledge Agreement"), substantially in the form attached hereto
as Exhibit C-5; and (vi) the mortgages, deeds of trust and similar instruments
(as modified, amended or supplemented from time to time in accordance with the
terms thereof and hereof, the "Closing Date Mortgages"), substantially in the
respective forms attached hereto as Exhibits C-6 through C-16, encumbering the
following properties:

                 (1)  166,100 square foot division office and manufacturing
     facility and related property owned by the Company and located in Boston,
     Massachusetts;

                 (2)  126,000 square foot division office and manufacturing
     facility and related property owned by the Company and located in Canton,
     Massachusetts;

                 (3)  72,000 square foot manufacturing facility and related
     property owned by the Company and located in Orwell, Ohio;

                 (4)  196,000 square foot manufacturing facility and related
     property owned by the Company and located in Portland, Indiana; and

                 (5)  7,500 square foot corporate office and related property
     owned by the Company and located in Warren, Ohio.

                 (6)  9,000 square foot storage facility located at 2650
     Whitfield Avenue, Manatee County, Florida;

                 (7)  11,0000 square foot fabrication facility located at 320
     South Mill Street, in Lexington, Ohio;

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               (8)   144,000 square foot manufacturing and assembly facility
     located at 345 South Mill Street, in Lexington, Ohio;

               (9)   140,000 square foot manufacturing and assembly facility
     located at 7290 26th Court East, Manatee County, Florida;

               (10)  25,000 square foot corporate office facility located at
     7292 26th Court East, Manatee County, Florida; and

               (11)  4,000 square foot tool and die facility located at 1414
     Park Avenue East, Mansfield, Madison Township, Ohio.

          (d)  Charter and By-Laws, Good Standing of the Borrowers. The
Administrative Agent shall have received, in sufficient quantity for the
Administrative Agent and the Lenders, (i) a copy of the certificate or articles
of incorporation of each Credit Party, including any amendments or restatements
thereof, certified as of a recent date by the Secretary of State or other
governmental official of the jurisdiction of its formation, and certified as
true, correct and in full force and effect by the Secretary or an Assistant
Secretary of each Credit Party; (ii) a copy of the By-Laws or equivalent
governing documents of each Credit Party, certified as true, correct and in full
force and effect by the Secretary or an Assistant Secretary of each Credit
Party; and (iii) a copy of a certificate of good standing for each Credit Party,
issued as of a recent date by the Secretary of State or other governmental
official of the jurisdiction of its formation and in each other jurisdiction
where such Credit Party is required to be qualified to do business.

          (e)  Corporate Resolutions and Approvals. The Administrative Agent
shall have received, in sufficient quantity for the Administrative Agent and the
Lenders, certified copies of the resolutions of the Board of Directors of the
Company and each other Credit Party, approving the Credit Documents to which the
Company or any such other Credit Party, as the case may be, is or may become a
party, and of all documents evidencing other necessary corporate action and
governmental approvals, if any, with respect to the execution, delivery and
performance by the Company or any such other Credit Party of the Credit
Documents to which it is or may become a party.

          (f)  Incumbency Certificates. The Administrative Agent shall have
received, in sufficient quantity for the Administrative Agent and the Lenders, a
certificate of the Secretary or an Assistant Secretary of the Company and of
each other Credit Party, certifying the names and true signatures of the
officers of the Company or such other Credit Party, as the case may be,
authorized to sign the Credit Documents to which the Company or such other
Credit Party is a party and any other documents to which the Company or any such
other Credit Party is a party which may be executed and delivered in connection
herewith.

          (g)  Opinion of Counsel. On the Closing Date, the Administrative Agent
shall have received an opinion, addressed to the Administrative Agent and each
of the Lenders and dated the Closing Date, from Baker & Hostetler LLP, special
counsel to the Company, covering such matters incident to the transactions
contemplated hereby as the Administrative Agent may reasonably request, such
opinion to be in form and substance satisfactory to the Administrative Agent.

          (h)  Existing Credit Agreement. Contemporaneously with the Closing
Date, the Company shall have terminated the commitments of the lenders under its
Credit Agreement, dated as of December 30, 1998, as amended, prepaid any
borrowings thereunder, and if required in connection with such termination, made
effective provision for any letters of credit issued thereunder to become
Existing Letters of Credit deemed issued hereunder.

          (i)  Recordation of Security Documents, Delivery of Collateral, Taxes,
etc. The Security Documents (or proper notices or financing statements in
respect thereof) shall have been duly recorded, published and filed in such
manner and in such places as is required by law to establish, perfect, preserve
and protect the rights and security interests of the parties thereto and their
respective successors and assigns, all collateral items required to be
physically delivered to the Collateral Agent thereunder shall have been so
delivered, accompanied by any appropriate instruments of transfer, and all
taxes, fees and other charges then due and payable in connection with the
execution, delivery, recording, publishing and filing of such instruments and
the issue and delivery of the Notes shall have been paid in full.

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          (j)  Evidence of Insurance. The Collateral Agent shall have received
certificates of insurance and other evidence, satisfactory to it, of compliance
with the insurance requirements of this Agreement and the Security Documents.

          (k)  Search Reports. The Administrative Agent shall have received
completed requests for information on Form UCC-11, or search reports from one or
more commercial search firms acceptable to the Administrative Agent, listing all
of the effective financing statements filed against any Credit Party which is a
party to any Security Document in any jurisdiction in which such Credit Party
maintains an office or in which any Collateral of such Credit Party is located,
together with copies of such financing statements.

          (l)  Title Policies and Other Documents Relating to Closing Date
Mortgaged Properties. As to each Real Property subjected to the Lien of a
Closing Date Mortgage (a "Closing Date Mortgaged Property"), the Collateral
Agent shall have received:

               (i)    an American Land Title Association ( ALTA) mortgagee title
insurance policy or policies, or unconditional commitments therefor (a "Closing
Date Mortgage Policy") issued by a title insurance company reasonably
satisfactory to the Collateral Agent (a "Title Company"), in an amount not less
than the amount reasonably required therefor by the Administrative Agent (taking
into account the estimated value of the property involved), insuring fee simple
title to, or a valid leasehold interest in, such Closing Date Mortgaged Property
vested in the Company and assuring the Collateral Agent that the applicable
Closing Date Mortgage creates a valid and enforceable first priority mortgage
lien on the respective Closing Date Mortgaged Property encumbered thereby,
subject only to a standard survey exception, which Closing Date Mortgage Policy
(1) shall include an endorsement for mechanics' liens, for revolving, "variable
rate" and future advances under this Agreement and for any other matters
reasonably requested by any Agent and (2) shall provide for affirmative
insurance and such reinsurance as any Agent may reasonably request, all of the
foregoing in form and substance reasonably satisfactory to the Administrative
Agent;

               (ii)   a title report issued by the Title Company with respect
thereto dated not more than 30 days prior to the Closing Date and satisfactory
in form and substance to the Administrative Agent;

               (iii)  copies of all recorded documents listed as exceptions to
title or otherwise referred to in the Closing Date Mortgage Policy or in such
title report;

               (iv)   evidence, which may be in the form of a letter from the
Title Company or from an insurance broker, surveyor or engineer, as to whether
(1) such Closing Date Mortgaged Property is a Flood Hazard Property, and (2) the
community in which such Flood Hazard Property is located is participating in the
National Flood Insurance Program, and if such Closing Date Mortgaged Property is
a Flood Hazard Property, evidence that the Company has obtained flood insurance
in respect of such Flood Hazard Property to the extent required under the
applicable regulations of the Board of Governors of the Federal Reserve System;

               (v)    a certificate of the Company identifying any Phase I,
Phase II or other environmental report received in draft or final form by any
Credit Party during the two year period prior to the Closing Date with respect
to such Closing Date Mortgaged Property and/or the operations conducted
therefrom, or stating that no such draft or final form reports have been
requested or received by any Credit Party (or its counsel), together with true
and correct copies of all such environmental reports so listed (in draft form,
if not finalized); and all such environmental reports shall be satisfactory in
form and substance to the Administrative Agent; and

               (vi)   an opinion of local counsel admitted to practice in the
jurisdiction in which such Closing Date Mortgaged Property is located, addressed
to the Collateral Agent and authorizing the other Agents and the Lenders and
their successors, assigns and participants to rely thereon, satisfactory in form
and substance to the Administrative Agent, as to the validity and effectiveness
of such Closing Date Mortgage as a lien on the Closing Date Mortgaged Property
encumbered thereby, and covering such other matters of law in connection with
the execution, delivery, recording and enforcement of such Closing Date Mortgage
as any Agent may reasonably request.

In addition, the Company shall have paid or caused to be paid all costs and
expenses payable in connection with all of such actions, including but not
limited to (x) all mortgage, intangibles or similar taxes or fees, however

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characterized, payable in respect of this Agreement, the execution and delivery
of the Notes, any of the Closing Date Mortgages or any of the other Credit
Documents or the recording of any of the same or any other documents related
thereto; and (y) all expenses and premiums of the Title Company in connection
with the issuance of such policy or policies of title insurance and to all costs
and expenses required for the recording of the Closing Date Mortgages or any
other Credit Documents or any other related documents in the appropriate public
records. Notwithstanding the foregoing, if and to the extent that the
requirements contained in section 6.1(l)(iv) above are not satisfied as of the
Closing Date, the Company shall cause such requirements to be satisfied within
30 days following the Closing Date.

          (m)  Proceeds of Public Notes. The Company shall have received
proceeds of no less than $175,000,000 from the issuance of the Public Notes on
terms and conditions satisfactory to the Administrative Agent in its sole
discretion, (ii) the maturity date of the Public Notes shall be May 1, 2012 or
later, and (iii) the Public Notes shall be unsecured obligations of the Company.

          (n)  Public Note Documents. With respect to the Public Note Documents,
the Company shall have provided to the Administrative Agent and the Lenders (i)
a copy of the Public Note Documents, together with any amendments or supplements
thereto, certified by an officer of the Company as being true and complete; and
(ii) an officer's certificate, signed by an Authorized Officer, and otherwise in
form and substance satisfactory to the Administrative Agent and the Lenders,
certifying (A) that no "Default" (as defined in the Indenture) or "Event of
Default" (as defined in the Indenture) exists under the Indenture, nor will
exist after the making of the first Loan hereunder, (B) that all of the
Obligations constitute "Permitted Indebtedness" (as defined in the Indenture),
and (C) such other matters with respect to the Public Note Documents as the
Administrative Agent shall deem necessary or appropriate.

          (o)  Company's Closing Certificate. The Administrative Agent shall
have received a certificate, dated the Closing Date, of a responsible financial
or accounting officer of the Company to the effect that, at and as of the
Closing Date and both before and after giving effect to the initial Borrowings
hereunder and the application of the proceeds thereof, (x) the Company is in
compliance with all of the covenants contained in sections 8 and 9 of this
Agreement, (y) no Default or Event of Default has occurred or is continuing, and
(z) all representations and warranties of the Credit Parties contained herein or
in the other Credit Documents are true and correct in all material respects with
the same effect as though such representations and warranties had been made on
and as of the Closing Date, except that as to any such representations and
warranties which expressly relate to an earlier specified date, such
representations and warranties are only represented as having been true and
correct in all material respects as of the date when made.

          (p)  Solvency Certificate. The Administrative Agent shall have
received, in sufficient quantities for the Lenders, a duly executed solvency
certificates substantially in the form attached hereto as Exhibit D, and such
certificate shall be satisfactory in form and substance to each of the Lenders.

          (q)  Unused Availability. After giving effect to the use of the
proceeds of the initial Borrowings hereunder and giving effect to any Letters of
Credit issued or deemed to be issued hereunder, the Unutilized Total Revolving
Commitment shall be at least $80,000,000.

          (r)  Proceedings and Documents. All corporate and other proceedings
and all documents incidental to the transactions contemplated hereby shall be
satisfactory in substance and form to the Administrative Agent and the Lenders
and the Administrative Agent and its special counsel and the Lenders shall have
received all such counterpart originals or certified or other copies of such
documents as the Administrative Agent or its special counsel or any Lender may
reasonably request.

          (s)  Absence of Litigation. There shall not be any action, suits or
proceedings pending or threatened with respect to the Company or its
Subsidiaries (i) that have, or could reasonably be expected to have, a Material
Adverse Effect, (ii) that question the validity or enforceability of any of the
Credit Documents, or of any action to be taken by the Company or any of the
Credit Parties pursuant to any of the Credit Documents, or (iii) that question
the validity or the enforceability of the Public Note Documents, or the
transactions contemplated hereby or thereby, or of any action to be taken by the
Company or its Subsidiaries thereunder.

          (t)  No Material Adverse Change in Loan Syndication or Capital
Markets; Minimum Commitments. There shall not have occurred a material
disruption or material adverse change in financial,

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<PAGE>

banking, loan syndication or capital market conditions generally or in the
market for new issuance of high yield securities or syndicated leveraged loans
which, in the Administrative Agent's sole judgment, could be expected to
materially adversely affect the syndication of portions or all of the Facilities
to additional Lenders. In addition, the Administrative Agent shall have received
commitments from Lenders for at least $25,000,000 of the Revolving Loans.

          (u)  Material Adverse Change. There shall not have been any change in
the condition, business or affairs (financial or otherwise) of the Company and
its Subsidiaries taken as a whole, or their properties and assets considered as
an entirety, except for changes, none of which, individually or in the
aggregate, has had or is reasonably likely to have, a Material Adverse Effect,
as determined by the Administrative Agent in its sole discretion.

          (v)  Ratings from Rating Agencies. The Company shall have obtained
rating letters from Moody's and S&P containing ratings on the Revolving Facility
and the Term Facility which are acceptable to the Administrative Agent in its
sole discretion.

     6.2  Conditions Precedent to All Credit Events. The obligations of the
Lenders to make each Loan and/or of a Letter of Credit Issuer to issue each
Letter of Credit is subject, at the time thereof, to the satisfaction of the
following conditions:

          (a)  Notice of Borrowing, etc. The Administrative Agent shall have
received a Notice of Borrowing meeting the requirements of section 2.3 with
respect to the incurrence of Loans or a Letter of Credit Request meeting the
requirement of section 3.2 with respect to the issuance of a Letter of Credit.

          (b)  No Default; Representations and Warranties. At the time of each
Credit Event and also after giving effect thereto, (i) there shall exist no
Default or Event of Default and (ii) all representations and warranties of the
Credit Parties contained herein or in the other Credit Documents shall be true
and correct in all material respects with the same effect as though such
representations and warranties had been made on and as of the date of such
Credit Event, except to the extent that such representations and warranties
expressly relate to an earlier specified date, in which case such
representations and warranties shall have been true and correct in all material
respects as of the date when made.

          (c)  No Excess Cash. In the case of a Credit Event consisting of the
Borrowing of a Revolving Loan or a Swing Line Loan by the Company, the aggregate
amount of cash and Cash Equivalents held by the Company and its Domestic
Subsidiaries shall not exceed $20,000,000 in the aggregate (after giving effect
to the incurrence of such Revolving Loan or such Swing Line Loan, as the case
may be, and the application of proceeds therefrom). In the case of a Credit
Event consisting of the Borrowing of a Revolving Loan by a Foreign Subsidiary
Borrower, the aggregate amount of cash and Cash Equivalents held by the Foreign
Subsidiaries of the Company domiciled in Europe shall not exceed $15,000,000 in
the aggregate (after giving effect to the incurrence of such Revolving Loan and
the application of proceeds therefrom).

     6.3  First Borrowing by any Foreign Subsidiary Borrower. The obligations of
the Lenders to make any Revolving Loan on the occasion of the first Borrowing by
any Foreign Subsidiary Borrower hereunder is subject to the satisfaction of the
following conditions:

          (a)  Notes. Receipt by the Administrative Agent for the account of
each applicable Lender of each appropriate Note or Notes executed by such
Foreign Subsidiary Borrower, in each case, in the amount, maturity and as
otherwise provided herein.

          (b)  Certified Resolutions and Incumbency. Receipt by the
Administrative Agent, in sufficient quantities for the Revolving Lenders, of
certified resolutions and an incumbency certificate for such Foreign Subsidiary
Borrower, satisfactory in form and substance to the Administrative Agent.

          (c)  Election to Participate. Receipt by the Administrative Agent, in
sufficient quantities for the Revolving Lenders, of a duly executed Election to
Participate of such Foreign Subsidiary Borrower, satisfactory in form and
substance to the Administrative Agent, and acceptance of such Election to
Participate by the

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<PAGE>

Administrative Agent (which acceptance shall be effected by the Administrative
Agent only pursuant to the instructions, or with the consent, of the Required
Revolving Lenders).

          (d)   Guarantys; Security. (i) Receipt by the Administrative Agent of
a duly executed guaranty in form and substance acceptable to the Administrative
Agent in its sole discretion of each such Foreign Subsidiary Borrower's parent
and each Foreign Subsidiary domiciled in the same country as such Foreign
Subsidiary Borrower of such Foreign Subsidiary Borrower's obligations hereunder;
receipt by the Administrative Agent of a duly executed guaranty of the Company
in form and substance acceptable to the Administrative Agent in its sole
discretion; and (ii) upon request of the Administrative Agent, receipt by the
Administrative Agent of a duly executed security agreement in form and substance
acceptable to the Administrative Agent in its sole discretion (or other
appropriate documentation granting a security interest to the Administrative
Agent for the benefit of the Lenders) of each Foreign Subsidiary domiciled in
the same country as such Foreign Subsidiary Borrower, and of such Foreign
Subsidiary Borrower and its parent, and a pledge by such parent of such Foreign
Subsidiary Borrower's capital stock if so required by the Administrative Agent
it is sole discretion.

The acceptance of the benefits of each Credit Event shall constitute a
representation and warranty by the Company to each of the Lenders that all of
the applicable conditions specified in section 6.1 and/or 6.2 and/or 6.3, as the
case may be, have been satisfied as of the times referred to in sections 6.1,
6.2 and 6.3. All of the certificates, legal opinions and other documents and
papers referred to in this section 6, unless otherwise specified, shall be
delivered to the Administrative Agent for the account of each of the Agents and
the Lenders and, except for the Notes, in sufficient counterparts for each of
the Agents and the Lenders, and the Administrative Agent will promptly
distribute to the other Agents and the Lenders their respective Notes and the
copies of such other certificates, legal opinions and documents.

     SECTION 7. REPRESENTATIONS AND WARRANTIES.

     In order to induce the Lenders to enter into this Agreement and to make the
Loans, and/or to issue and/or to participate in the Letters of Credit provided
for herein, the Company makes the following representations and warranties to,
and agreements with, the Lenders, all of which shall survive the execution and
delivery of this Agreement and each Credit Event:

     7.1  Corporate Status, etc. Each of the Company and its Subsidiaries (i) is
a duly organized or formed and validly existing corporation, partnership or
limited liability company, as the case may be, in good standing under the laws
of the jurisdiction of its formation and has the corporate, partnership or
limited liability company power and authority, as applicable, to own its
property and assets and to transact the business in which it is engaged and
presently proposes to engage, and (ii) has duly qualified and is authorized to
do business in all jurisdictions where it is required to be so qualified except
where the failure to be so qualified would not have a Material Adverse Effect.

     7.2  Subsidiaries. Annex I hereto lists, as of the date hereof, each
Subsidiary of the Company (and the direct and indirect ownership interest of the
Company therein).

     7.3  Corporate Power and Authority, etc. Each Credit Party has the
corporate or other organizational power and authority to execute, deliver and
carry out the terms and provisions of the Credit Documents to which it is party
and has taken all necessary corporate or other organizational action to
authorize the execution, delivery and performance of the Credit Documents and
the Public Note Documents to which it is party. Each Credit Party has duly
executed and delivered each Credit Document and Public Note Document to which it
is party and each Credit Document and Public Note Document to which it is party
constitutes the legal, valid and binding agreement or obligation of such Credit
Party enforceable in accordance with its terms, except to the extent that the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws generally affecting creditors'
rights and by equitable principles (regardless of whether enforcement is sought
in equity or at law).

     7.4  No Violation. Neither the execution, delivery and performance by any
Credit Party of the Credit Documents or Public Note Documents to which it is
party nor compliance with the terms and provisions thereof (i) will contravene
any provision of any law, statute, rule, regulation, order, writ, injunction or
decree of any court or governmental instrumentality applicable to such Credit
Party or its properties and assets, (ii) will conflict with or

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<PAGE>

result in any breach of, any of the terms, covenants, conditions or provisions
of, or constitute a default under, or result in the creation or imposition of
(or the obligation to create or impose) any Lien (other than the Liens created
pursuant to the Security Documents) upon any of the property or assets of such
Credit Party pursuant to the terms of any promissory note, bond, debenture,
indenture, mortgage, deed of trust, credit or loan agreement, or any other
material agreement or other instrument, to which such Credit Party is a party or
by which it or any of its property or assets are bound or to which it may be
subject, or (iii) will violate any provision of the certificate or articles of
incorporation, code of regulations or by-laws, or other charter documents of
such Credit Party.

     7.5  Governmental Approvals. No order, consent, approval, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, any foreign or domestic governmental or public body or authority,
or any subdivision thereof, is required to authorize or is required as a
condition to (i) the execution, delivery and performance by any Credit Party of
any Credit Document or Public Note Document to which it is a party, or (ii) the
legality, validity, binding effect or enforceability of any Credit Document to
which any Credit Party is a party, except the filing and recording of financing
statements and other documents necessary in order to perfect the Liens created
by the Security Documents.

     7.6  Litigation. There are no actions, suits or proceedings pending or, to,
the knowledge of the Company, threatened with respect to the Company or any of
its Subsidiaries (i) that have, or could reasonably be expected to have, a
Material Adverse Effect, or (ii) which question the validity or enforceability
of any of the Credit Documents, or of any action to be taken by the Company or
any of the other Credit Parties pursuant to any of the Credit Documents.

     7.7  Use of Proceeds; Margin Regulations. (a) The proceeds of all Loans and
Credit Events shall be utilized for lawful purposes not inconsistent with the
requirements of this Agreement.

          (b)  No part of the proceeds of any Credit Event will be used directly
or indirectly to purchase or carry Margin Stock, or to extend credit to others
for the purpose of purchasing or carrying any Margin Stock, in violation of any
of the provisions of Regulation T, U or X of the Board of Governors of the
Federal Reserve System. The Company is not engaged in the business of extending
credit for the purpose of purchasing or carrying any Margin Stock. At no time
would more than 25% of the value of the assets of the Company or of the Company
and its consolidated Subsidiaries that are subject to any "arrangement" (as such
term is used in section 221.2(g) of such Regulation U) hereunder be represented
by Margin Stock.

     7.8  Financial Statements, etc. (a) The Company has furnished to the
Lenders and the Agents complete and correct copies of (i) the audited
consolidated balance sheets of the Company and its consolidated subsidiaries as
of December 31, 2001 and December 31, 2000 and the related audited consolidated
statements of income, shareholders' equity, and cash flows of the Company and
its consolidated subsidiaries for the fiscal years then ended, accompanied by
the report thereon of Arthur Andersen LLP; and (ii) the condensed consolidated
balance sheets of the Company and its consolidated subsidiaries as of March 31,
2002, and the related condensed consolidated statements of income and of cash
flows of the Company and its consolidated subsidiaries for the three fiscal
quarter period then ended, as included in the Company's Report on Form 10-Q
filed with the SEC. All such financial statements have been prepared in
accordance with GAAP, consistently applied (except as stated therein), and
fairly present, in all material respects, the financial position of the entities
described in such financial statements as of the respective dates indicated and
the consolidated results of their operations and cash flows for the respective
periods indicated, subject in the case of any such financial statements which
are unaudited, to normal audit adjustments, none of which will involve a
Material Adverse Effect. The Company and its Subsidiaries did not have, as of
the date of the latest financial statements referred to above, and will not have
as of the Closing Date after giving effect to the incurrence of Loans hereunder,
any material or significant contingent liability or liability for taxes,
long-term lease or unusual forward or long-term commitment that is not reflected
in the foregoing financial statements or the notes thereto in accordance with
GAAP and which in any such case is material in relation to the business,
operations, properties, assets or condition (financial or otherwise) of the
Company and its Subsidiaries.

          (b)  The Company has received consideration which is the reasonable
equivalent value of the obligations and liabilities that the Company has
incurred to the Administrative Agent and the Lenders. The Company now has
capital sufficient to carry on its business and transactions and all business
and transactions in which it is about to engage and is now solvent and able to
pay its debts as they mature and the Company, as of the Closing Date, owns
property having a value, both at fair valuation and at present fair salable
value, greater than the

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<PAGE>

amount required to pay the Company's debts; and the Company is not entering into
the Credit Documents with the intent to hinder, delay or defraud its creditors.
For purposes of this section 7.8(b), "debt" means any liability on a claim, and
"claim" means (x) right to payment whether or not such a right is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured or unsecured; or (y) right to an
equitable remedy for breach of performance if such breach gives rise to a
payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured
or unsecured.

          (c)  The Company has delivered to the Lenders prior to the execution
and delivery of this Agreement a copy of the Company's Report on Form 10-K as
filed (without Exhibits) with the SEC for its fiscal year ended December 31,
2001, which contains a general description of the business and affairs of the
Company and its Subsidiaries.

          (d)  The Company has delivered or caused to be delivered to the
Lenders prior to the execution and delivery of this Agreement financial
projections prepared by management of the Company for the Company and its
Subsidiaries (the "Financial Projections"). The Financial Projections were
prepared on behalf of the Company in good faith after taking into account
historical levels of business activity of the Company and its Subsidiaries,
known trends, including general economic trends, and all other information,
assumptions and estimates considered by management of the Company and its
Subsidiaries to be pertinent thereto; provided, that no representation or
warranty is made as to the impact of future general economic conditions or as to
whether the Company's projected consolidated results as set forth in the
Financial Projections will actually be realized. No facts are known to the
Company at the date hereof which, if reflected in the Financial Projections,
would result in a material adverse change in the assets, liabilities, results of
operations or cash flows reflected therein.

     7.9  No Material Adverse Change. Since December 31, 2001, there has been no
change in the condition, business, affairs or condition (financial or otherwise)
of the Company and its Subsidiaries taken as a whole, or their properties and
assets considered as an entirety, except for changes none of which, individually
or in the aggregate, has had or could reasonably be expected to have, a Material
Adverse Effect.

     7.10 Tax Returns and Payments. Each of the Company and each of its
Subsidiaries has filed all federal income tax returns and all other material tax
returns, domestic and foreign, required to be filed by it and has paid all
material taxes and assessments payable by it which have become due, other than
those not yet delinquent and except for those contested in good faith. The
Company and each of its Subsidiaries has established on its books such charges,
accruals and reserves in respect of taxes, assessments, fees and other
governmental charges for all fiscal periods as are required by GAAP. The Company
knows of no proposed assessment for additional federal, foreign or state taxes
for any period, or of any basis therefor, which, individually or in the
aggregate, taking into account such charges, accruals and reserves in respect
thereof as the Company and its Subsidiaries have made, could reasonably be
expected to have a Material Adverse Effect.

     7.11 Title to Properties, etc. The Company and each of its Subsidiaries has
good and marketable title, in the case of real property, and good title (or
valid Leaseholds, in the case of any leased property), in the case of all other
property, to all of its properties and assets free and clear of Liens other than
Liens permitted by section 9.3. The interests of the Company and each of its
Subsidiaries in the properties reflected in the most recent balance sheet
referred to in section 7.8, taken as a whole, were sufficient, in the judgment
of the Company, as of the date of such balance sheet for purposes of the
ownership and operation of the businesses conducted by the Company and such
Subsidiaries. On the date hereof, neither the Company nor any of its Domestic
Subsidiaries owns any Real Property other than the Closing Date Mortgaged
Property.

     7.12 Lawful Operations, etc. Except for known situations or incidents which
are reserved for on the most recent consolidated balance sheet referred to in
section 7.8 or which, if not so reserved, could not reasonably be expected to
have a Material Adverse Effect, the Company and each of its Subsidiaries is in
full compliance with all material requirements imposed by law, whether federal
or state, including (without limitation) Environmental Laws and zoning
ordinances.

     7.13 Environmental Matters. (a) The Company and each of its Subsidiaries is
in compliance with all Environmental Laws governing its business, except to the
extent that any such failure to comply (together with any resulting penalties,
fines or forfeitures) would not reasonably be expected to have a Material
Adverse

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Effect. All licenses, permits, registrations or approvals required for the
business of the Company and each of its Subsidiaries under any Environmental Law
have been secured and the Company and each of its Subsidiaries is in substantial
compliance therewith, except for such licenses, permits, registrations or
approvals the failure to secure or to comply therewith is not reasonably likely
to have a Material Adverse Effect. Neither the Company nor any of its
Subsidiaries has received written notice, or otherwise knows, that it is in any
respect in noncompliance with, breach of or default under any Environmental
Laws, and no event has occurred and is continuing which, with the passage of
time or the giving of notice or both, would constitute noncompliance, breach of
or default thereunder, except in each such case, such noncompliance, breaches or
defaults as would not reasonably be expected to, in the aggregate, have a
Material Adverse Effect. There are no Environmental Claims pending or, to the
best knowledge of the Company, threatened wherein an unfavorable decision,
ruling or finding would reasonably be expected to have a Material Adverse
Effect.

          (b)  Hazardous Materials have not at any time been (i) generated,
used, treated or stored on, or transported to or from, any Real Property of the
Company or any of its Subsidiaries or (ii) released on any such Real Property,
in each case where such occurrence or event is not in compliance with
Environmental Laws and is reasonably likely to have a Material Adverse Effect.

     7.14 Compliance with ERISA. Compliance by the Company with the provisions
hereof and Credit Events contemplated hereby will not involve any prohibited
transaction within the meaning of ERISA or section 4975 of the Code. The Company
and each of its Subsidiaries, (i) has fulfilled all obligations under minimum
funding standards of ERISA and the Code with respect to each Plan that is not a
Multiemployer Plan or a Multiple Employer Plan, (ii) has satisfied all
respective contribution obligations in respect of each Multiemployer Plan and
each Multiple Employer Plan, (iii) is in compliance in all material respects
with all other applicable provisions of ERISA and the Code with respect to each
Plan, each Multiemployer Plan and each Multiple Employer Plan, and (iv) has not
incurred any liability under the Title IV of ERISA to the PBGC with respect to
any Plan, any Multiemployer Plan, any Multiple Employer Plan, or any trust
established thereunder. No Plan or trust created thereunder has been terminated,
and there have been no Reportable Events, with respect to any Plan or trust
created thereunder or with respect to any Multiemployer Plan or Multiple
Employer Plan, which termination or Reportable Event will or could result in the
termination of such Plan, Multiemployer Plan or Multiple Employer Plan and give
rise to a material liability of the Company or any ERISA Affiliate in respect
thereof. Neither the Company nor any ERISA Affiliate is at the date hereof, or
has been at any time within the two years preceding the date hereof, an employer
required to contribute to any Multiemployer Plan or Multiple Employer Plan, or a
"contributing sponsor" (as such term is defined in section 4001 of ERISA) in any
Multiemployer Plan or Multiple Employer Plan. Neither the Company nor any ERISA
Affiliate has any contingent liability with respect to any post-retirement
"welfare benefit plan" (as such term is defined in ERISA) except as has been
disclosed to the Lenders in writing.

     7.15 Intellectual Property, etc. The Company and each of its Subsidiaries
has obtained or has the right to use all material patents, trademarks, service
marks, trade names, copyrights, licenses and other rights with respect to the
foregoing necessary for the present and planned future conduct of its business,
without any known conflict with the rights of others, except for such patents,
trademarks, service marks, trade names, copyrights, licenses and rights, the
loss of which, and such conflicts, which in any such case individually or in the
aggregate would not reasonably be expected to have a Material Adverse Effect.

     7.16 Investment Company Act, etc. Neither the Company nor any of its
Subsidiaries is subject to regulation with respect to the creation or incurrence
of Indebtedness under the Investment Borrower Act of 1940, as amended, the
Interstate Commerce Act, as amended, the Federal Power Act, as amended, the
Public Utility Holding Company Act of 1935, as amended, or any applicable state
public utility law.

     7.17 Existing Indebtedness. Annex II sets forth a true and complete list,
as of the date or dates set forth therein, of all Indebtedness of the Company
and each of its Subsidiaries, on a consolidated basis, which (i) has an
outstanding principal amount of at least $1,000,000, or may be incurred pursuant
to existing commitments or lines of credit, or (ii) is secured by any Lien on
any property of the Company or any Subsidiary, and which will be outstanding on
the Closing Date after giving effect to any Borrowing hereunder which is
expected to be made on the Closing Date, other than the Indebtedness created
under the Credit Documents (all such Indebtedness, whether or not in a principal
amount meeting such threshold and required to be so listed on Annex II, herein
the "Existing Indebtedness"). The Company has provided to the Administrative
Agent prior to the date of execution hereof true and complete copies (or summary
descriptions) of all agreements and instruments governing the Indebtedness
listed on Annex II (the "Existing Indebtedness Agreements").

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     7.18  Burdensome Contracts; Labor Relations. Neither the Company nor any of
its Subsidiaries (i) is subject to any burdensome contract, agreement, corporate
restriction, judgment, decree or order, (ii) is a party to any labor dispute
affecting any bargaining unit or other group of employees generally, (iii) is
subject to any material strike, slow down, workout or other concerted
interruptions of operations by employees of the Company or any Subsidiary,
whether or not relating to any labor contracts, (iv) is subject to any
significant pending or, to the knowledge of the Company, threatened, unfair
labor practice complaint, before the National Labor Relations Board, and (v) is
subject to any significant pending or, to the knowledge of the Company,
threatened, grievance or significant arbitration proceeding arising out of or
under any collective bargaining agreement, (vi) is subject to any significant
pending or, to the knowledge of the Company, threatened, significant strike,
labor dispute, slowdown or stoppage, or (vii) is, to the knowledge of the
Company, involved or subject to any union representation organizing or
certification matter with respect to the employees of the Company or any of its
Subsidiaries, except (with respect to any matter specified in any of the above
clauses), for such matters as, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

     7.19  Security Interests. Once executed and delivered, and until terminated
in accordance with the terms thereof, each of the Security Documents creates, as
security for the obligations purported to be secured thereby, a valid and
enforceable perfected security interest in and Lien on all of the Collateral
subject thereto from time to time, in favor of the Collateral Agent for the
benefit of the Secured Creditors referred to in the Security Documents, superior
to and prior to the rights of all third persons and subject to no other Liens,
except that the Collateral under the Security Documents may be subject to
Permitted Liens. No filings or recordings are required in order to perfect the
security interests created under any Security Document except for filings or
recordings required in connection with any such Security Document which shall
have been made, or for which satisfactory arrangements have been made, upon or
prior to the execution and delivery thereof. All recording, stamp, intangible or
other similar taxes required to be paid by any person under applicable legal
requirements or other laws applicable to the property encumbered by the Security
Documents in connection with the execution, delivery, recordation, filing,
registration, perfection or enforcement thereof have been paid.

     7.20  Indenture. No Event of Default (as defined in the Indenture) or
Default (as defined in the Indenture) exists, nor will any such Event of Default
or Default exist under the Indenture (or any other Public Note Document)
immediately after the making of any Loan or other extension of credit hereunder.

     7.21  Material Agreements. Except as disclosed on Annex VI hereto, neither
the Company nor any of its Subsidiaries is a party to any (a) debt instrument;
(b) lease (capital, operating or otherwise), whether as a lessee or lessor
thereunder, (c) contract, commitment, agreement, or other arrangement involving
the purchase or sale of any inventory by it, or the license of any right to or
by it; (d) contract, commitment, agreement, or other arrangement with any of its
"Affiliates" (as such term is defined in the Securities Exchange Act of 1934, as
amended); (e) management or employment contract for personal services with any
of its Affiliates that is not otherwise terminable at will or on less the 90
days' notice without liability; (f) collective bargaining agreement; or (g)
other contract, agreement, understanding, or arrangement that, as to subsections
(a) through (g), above, if violated, breached, or terminated for any reason,
would have or would be reasonably expected to have a Material Adverse Effect.

     7.22  Insurance. The Company and each of its Subsidiaries maintains with
financially sound and reputable insurers insurance coverage and limits as
required by law and as is customary with persons engaged in the same business as
the Company and its Subsidiaries.

     7.23  True and Complete Disclosure. All factual information (taken as a
whole) heretofore or contemporaneously furnished by or on behalf of the Company
or any of its Subsidiaries in writing to the Administrative Agent or any Lender
for purposes of or in connection with this Agreement or any transaction
contemplated herein, other than the Financial Projections (as to which
representations are made only as provided in section 7.8), is, and all other
such factual information (taken as a whole) hereafter furnished by or on behalf
of such person in writing to any Lender will be, true and accurate in all
material respects on the date as of which such information is dated or certified
and not incomplete by omitting to state any material fact necessary to make such
information (taken as a whole) not misleading at such time in light of the
circumstances under which such information was provided, except that any such
future information consisting of financial projections prepared by the Company
is only represented herein as being based on good faith estimates and
assumptions believed by such persons to be reasonable at the time made, it being
recognized by the Lenders that such projections as to future events are not to
be viewed as facts and that actual results during the period or periods covered
by any such projections may differ materially from the projected results.

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     SECTION 8. AFFIRMATIVE COVENANTS.

     The Company hereby covenants and agrees that on the Effective Date and
thereafter so long as this Agreement is in effect and until such time as the
Total Commitment has been terminated, no Notes remain outstanding and the Loans,
together with interest, Fees and all other Obligations incurred hereunder and
under the other Credit Documents, have been paid in full:

     8.1   Reporting Requirements. The Borrower will furnish to each Lender and
the Administrative Agent:

           (a)  Annual Financial Statements. As soon as available and in any
event within 90 days after the close of each fiscal year of the Company, the
consolidated balance sheets of the Company and its consolidated Subsidiaries as
at the end of such fiscal year and the related consolidated statements of
income, of stockholders' equity and of cash flows for such fiscal year, in each
case setting forth comparative figures for the preceding fiscal year, all in
reasonable detail and accompanied by the opinion with respect to such
consolidated financial statements of independent public accountants of
recognized national standing selected by the Company, which opinion shall be
unqualified and shall (i) state that such accountants audited such consolidated
financial statements in accordance with generally accepted auditing standards,
that such accountants believe that such audit provides a reasonable basis for
their opinion, and that in their opinion such consolidated financial statements
present fairly, in all material respects, the consolidated financial position of
the Company and its consolidated subsidiaries as at the end of such fiscal year
and the consolidated results of their operations and cash flows for such fiscal
year in conformity with generally accepted accounting principles, or (ii)
contain such statements as are customarily included in unqualified reports of
independent accountants in conformity with the recommendations and requirements
of the American Institute of Certified Public Accountants (or any successor
organization).

           (b)  Quarterly Financial Statements. As soon as available and in any
event within 45 days after the close of each of the quarterly accounting periods
in each fiscal year of the Company, the unaudited consolidated balance sheets of
the Company and its consolidated Subsidiaries as at the end of such quarterly
period and the related unaudited consolidated statements of income and of cash
flows for such quarterly period and/or for the fiscal year to date, and setting
forth, in the case of such unaudited consolidated statements of income and of
cash flows, comparative figures for the related periods in the prior fiscal
year, and which shall be certified on behalf of the Company by the Chief
Financial Officer or other Authorized Officer of the Company, subject to changes
resulting from normal year-end audit adjustments.

           (c)  Officer's Compliance Certificates; Management Reports. At the
time of the delivery of the financial statements provided for in sections 8.1(a)
and (b), a certificate on behalf of the Company of the Chief Financial Officer
or other Authorized Officer of the Company to the effect that, to the best
knowledge of the Company, no Default or Event of Default exists or, if any
Default or Event of Default does exist, specifying the nature and extent thereof
and the actions the Company proposes to take with respect thereto, which
certificate shall set forth the calculations required to establish compliance
with the provisions of sections 9.4(d), 9.4(e), 9.6, 9.7, 9.8, 9.9, 9.10, 9.11,
and 9.12 of this Agreement.

           (d)  Budgets and Forecasts. Not later than 30 days prior to the
commencement of any fiscal year of the Company and its Subsidiaries, a
consolidated budget in reasonable detail for each of the four fiscal quarters of
such fiscal year, and (if and to the extent prepared by management of the
Company) for any subsequent fiscal years, as customarily prepared by management
for its internal use, setting forth, with appropriate discussion, the forecasted
balance sheet, income statement, operating cash flows and capital expenditures
of the Company and its Subsidiaries for the period covered thereby, and the
principal assumptions upon which forecasts and budget are based.

           (e)  Notice of Default, Litigation or Certain Matters Involving Major
Customers or Suppliers. Promptly, and in any event within three Business Days,
in the case of clause (i) below, or five Business Days, in the case of clause
(ii) or (iii) below, after the Company or any of its Subsidiaries obtains
knowledge thereof, notice of

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                    (i)    the occurrence of any event which constitutes a
Default or Event of Default, which notice shall specify the nature thereof, the
period of existence thereof and what action the Company proposes to take with
respect thereto,

                    (ii)   any litigation or governmental or regulatory
proceeding pending against the Company or any of its Subsidiaries which is
likely to have a Material Adverse Effect or a material adverse effect on the
ability of the Company to perform its obligations hereunder or under any other
Credit Document, and

                    (iii)  any significant adverse change (in the Company's
reasonable judgment) in the Company's or any Subsidiary's relationship with, or
any significant event or circumstance which is in the Company's reasonable
judgment likely to adversely affect the Company's or any Subsidiary's
relationship with, (A) any customer (or related group of customers) representing
more than 10% of the Company's consolidated revenues during its most recent
fiscal year, or (B) any supplier which is material to the operations of the
Company and its Subsidiaries considered as an entirety.

               (f)  ERISA. Promptly, and in any event within 10 days after the
Company, any Subsidiary of the Company or any ERISA Affiliate knows of the
occurrence of any of the following, the Company will deliver to each of the
Lenders a certificate on behalf of the Company of an Authorized Officer of the
Company setting forth the full details as to such occurrence and the action, if
any, that the Company, such Subsidiary or such ERISA Affiliate is required or
proposes to take, together with any notices required or proposed to be given to
or filed with or by the Company, the Subsidiary, the ERISA Affiliate, the PBGC,
a Plan participant or the Plan administrator with respect thereto:

                    (i)    that a Reportable Event has occurred with respect to
any Plan;

                    (ii)   the institution of any steps by the Company, any
ERISA Affiliate, the PBGC or any other person to terminate any Plan;

                    (iii)  the institution of any steps by the Company or any
ERISA Affiliate to withdraw from any Plan;

                    (iv)   the institution of any steps by the Company or any
Subsidiary to withdraw from any Multiemployer Plan or Multiple Employer Plan, if
such withdrawal could result in withdrawal liability (as described in Part 1 of
Subtitle E of Title IV of ERISA) in excess of $2,000,000;

                    (v)    a non-exempt "prohibited transaction" within the
meaning of section 406 of ERISA in connection with any Plan;

                    (vi)   that a Plan has an Unfunded Current Liability
exceeding $5,000,000;

                    (vii)  any material increase in the contingent liability of
the Company or any Subsidiary with respect to any post-retirement welfare
liability; or

                    (viii) the taking of any action by, or the threatening of
the taking of any action by, the Internal Revenue Service, the Department of
Labor or the PBGC with respect to any of the foregoing.

               (g)  Environmental Matters. Promptly upon, and in any event
within 10 Business Days after, an officer of the Company or any of its
Subsidiaries obtains knowledge thereof, notice of one or more of the following
environmental matters: (i) any pending or threatened material Environmental
Claim against the Company or any of its Subsidiaries or any Real Property owned
or operated by the Company or any of its Subsidiaries; (ii) any condition or
occurrence on or arising from any Real Property owned or operated by the Company
or any of its Subsidiaries that (A) results in material noncompliance by the
Company or any of its Subsidiaries with any applicable Environmental Law or (B)
would reasonably be expected to form the basis of a material Environmental Claim
against the Company or any of its Subsidiaries or any such Real Property; (iii)
any condition or occurrence on any Real Property owned, leased or operated by
the Company or any of its Subsidiaries that could reasonably be expected to
cause such Real Property to be subject to any material restrictions on the
ownership, occupancy, use or transferability by the Company or any of its
Subsidiaries of such Real Property under any Environmental Law; and

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(iv) the taking of any material removal or remedial action in response to the
actual or alleged presence of any Hazardous Material on any Real Property owned,
leased or operated by the Company or any of its Subsidiaries as required by any
Environmental Law or any governmental or other administrative agency. All such
notices shall describe in reasonable detail the nature of the Environmental
Claim, the Company's or such Subsidiary's response thereto and the potential
exposure in dollars of the Company and its Subsidiaries with respect thereto.

          (h)  SEC Reports and Registration Statements. Promptly after
transmission thereof or other filing with the SEC, copies of all registration
statements (other than the exhibits thereto and any registration statement on
Form S-8 or its equivalent) and all annual, quarterly or current reports that
the Company or any of its Subsidiaries files with the SEC on Form 10-K, 10-Q or
8-K (or any successor forms).

          (i)  Annual and Quarterly Reports, Proxy Statements and other Reports
Delivered to Stockholders Generally. Promptly after transmission thereof to its
stockholders, copies of all annual, quarterly and other reports and all proxy
statements that the Company furnishes to its stockholders generally.

          (j)  Press Releases. Promptly after the release thereof to any news
organization or news distribution organization, copies of any press releases and
other similar statements intended to be made available generally by the Company
or any of its Subsidiaries to the public concerning material developments
relating to the Company or any of its Subsidiaries.

          (k)  Indenture Notices. Written notice contemporaneously with any
notice provided to the trustee or the Public Noteholders under the Indenture,
the Public Notes or any of the other Public Note Documents.

          (l)  Other Information. With reasonable promptness, such other
information or documents (financial or otherwise) relating to the Company or any
of its Subsidiaries as any Lender may reasonably request from time to time.

     8.2  Books, Records and Inspections. The Company will, and will cause each
of its Subsidiaries to, (i) keep proper books of record and account, in which
full and correct entries shall be made of all financial transactions and the
assets and business of the Company or such Subsidiaries, as the case may be, in
accordance with GAAP; and (ii) permit, upon at least two Business Days' notice
to the Chief Financial Officer of the Company (unless an Event of Default shall
have occurred and be continuing, in which case, no such notice shall be
required), officers and designated representatives of the Administrative Agent
or any of the Lenders to visit and inspect any of the properties or assets of
the Company and any of its Subsidiaries in whomsoever's possession (but only to
the extent the Company or such Subsidiary has the right to do so to the extent
in the possession of another person), to examine the books of account of the
Company and any of its Subsidiaries, and make copies thereof and take extracts
therefrom, and to discuss the affairs, finances and accounts of the Company and
of any of its Subsidiaries with, and be advised as to the same by, its and their
officers and independent accountants and independent actuaries, if any, all at
such reasonable times and intervals and to such reasonable extent as the
Administrative Agent or any of the Lenders may request.

     8.3  Insurance. (a) The Company will, and will cause each of its
Subsidiaries to, (i) maintain insurance coverage by such insurers and in such
forms and amounts and against such risks as are generally consistent with the
insurance coverage maintained by the Company and its Subsidiaries at the date
hereof, and (ii) forthwith upon any Lender's written request, furnish to such
Lender such information about such insurance as such Lender may from time to
time reasonably request, which information shall be prepared in form and detail
satisfactory to such Lender and certified by an Authorized Officer of the
Company.

          (b)  The Company will, and will cause each of its Subsidiaries which
is a Credit Party to, at all times keep their respective property which is
subject to the Lien of any Security Document insured in favor of the Collateral
Agent, and all policies or certificates (or certified copies thereof) with
respect to such insurance (and any other insurance maintained by the Company or
any such Subsidiary) (i) shall be endorsed to the Collateral Agent's
satisfaction for the benefit of the Collateral Agent (including, without
limitation, by naming the Collateral Agent as loss payee (with respect to
Collateral) or, to the extent permitted by applicable law, as an additional
insured), (ii) shall state that such insurance policies shall not be canceled
without 30 days' prior written notice thereof (or 10 days' prior written notice
in the case of cancellation for the non-payment of premiums) by the respective
insurer to the Collateral Agent, (iii) shall provide that the respective
insurers irrevocably waive any and all rights of

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subrogation with respect to the Collateral Agent and the Lenders, and (iv)
shall in the case of any such certificates or endorsements in favor of the
Collateral Agent, be delivered to or deposited with the Collateral Agent. In no
event shall the Company be required to deposit the actual insurance policies
with the Collateral Agent. The Administrative Agent shall deliver copies of any
certificates of insurance to a Lender upon such Lender's reasonable request.

          (c)  If the Company or any of its Subsidiaries shall fail to maintain
all insurance in accordance with this section 8.3, or if the Company or any of
its Subsidiaries shall fail to so endorse and deliver or deposit all
endorsements or certificates with respect thereto, the Administrative Agent
and/or the Collateral Agent shall have the right (but shall be under no
obligation), upon prior written notice to the Company, to procure such insurance
and the Company agrees to reimburse the Administrative Agent or the Collateral
Agent, as the case may be, on demand, for all costs and expenses of procuring
such insurance.

     8.4  Payment of Taxes and Claims. The Company will pay and discharge, and
will cause each of its Subsidiaries to pay and discharge, all taxes, assessments
and governmental charges or levies imposed upon it or upon its income or
profits, or upon any properties belonging to it, prior to the date on which
penalties attach thereto, and all lawful claims which, if unpaid, might become a
Lien or charge upon any properties of the Company or any of its Subsidiaries;
provided that neither the Company nor any of its Subsidiaries shall be required
to pay any such tax, assessment, charge, levy or claim which is being contested
in good faith and by proper proceedings if it has maintained adequate reserves
with respect thereto in accordance with GAAP; and provided, further, that the
Company will not be considered to be in default of any of the provisions of this
sentence if the Company or any Subsidiary fails to pay any such amount which,
individually or in the aggregate, is immaterial. Without limiting the generality
of the foregoing, the Company will, and will cause each of its Subsidiaries to,
pay in full all of its wage obligations to its employees in accordance with the
Fair Labor Standards Act (29 U.S.C. sections 206-207) and any comparable
provisions of applicable law.

     8.5  Corporate Franchises. The Company will do, and will cause each of its
Subsidiaries to do, or cause to be done, all things necessary to preserve and
keep in full force and effect its corporate existence, rights and authority,
provided that nothing in this section 8.5 shall be deemed to prohibit (i) any
transaction permitted by section 9.2; (ii) the termination of existence of any
Subsidiary if (A) the Company determines that such termination is in its best
interest and (B) such termination is not adverse in any material respect to the
Lenders; or (iii) the loss of any rights, authorities or franchises if the loss
thereof, in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.

     8.6  Good Repair. The Company will, and will cause each of its Subsidiaries
to, ensure that its material properties and equipment used or useful in its
business in whomsoever's possession they may be, are kept in good repair,
working order and condition, normal wear and tear excepted, and that from time
to time there are made in such properties and equipment all needful and proper
repairs, renewals, replacements, extensions, additions, betterments and
improvements, thereto, to the extent and in the manner customary for companies
in similar businesses.

     8.7  Compliance with Statutes, etc. The Company will, and will cause each
of its Subsidiaries to, comply, in all material respects, with all applicable
statutes, regulations and orders of, and all applicable restrictions imposed by,
all governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property, other than those the noncompliance
with which would not have, and which would not be reasonably expected to have, a
Material Adverse Effect.

     8.8  Compliance with Environmental Laws. Without limitation of the
covenants contained in section 8.7 hereof,

          (a)  The Company will comply, and will cause each of its Subsidiaries
to comply, in all material respects, with all Environmental Laws applicable to
the ownership, lease or use of all Real Property now or hereafter owned, leased
or operated by the Company or any of its Subsidiaries, and will promptly pay or
cause to be paid all costs and expenses incurred in connection with such
compliance, except to the extent that such compliance with Environmental Laws is
being contested in good faith and by appropriate proceedings and for which
adequate reserves have been established to the extent required by GAAP, and an
adverse outcome in such proceedings is not reasonably expected to have a
Material Adverse Effect.

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          (b)  The Company will keep or cause to be kept, and will cause each of
its Subsidiaries to keep or cause to be kept, all such Real Property free and
clear of any Liens imposed pursuant to such Environmental Laws which are not
permitted under section 9.3.

          (c)  Neither the Company nor any of its Subsidiaries will generate,
use, treat, store, release or dispose of, or permit the generation, use,
treatment, storage, release or disposal of, Hazardous Materials on any Real
Property now or hereafter owned, leased or operated by the Company or any of its
Subsidiaries or transport or permit the transportation of Hazardous Materials to
or from any such Real Property other than in compliance with applicable
Environmental Laws and in the ordinary course of business, except for such
noncompliance as would not have, and which would not be reasonably expected to
have, a Material Adverse Effect.

          (d)  If required to do so under any applicable order of any
governmental agency, the Company will undertake, and cause each of its
Subsidiaries to undertake, any clean up, removal, remedial or other action
necessary to remove and clean up any Hazardous Materials from any Real Property
owned, leased or operated by the Company or any of its Subsidiaries in
accordance with, in all material respects, the requirements of all applicable
Environmental Laws and in accordance with, in all material respects, such orders
of all governmental authorities, except to the extent that the Company or such
Subsidiary is contesting such order in good faith and by appropriate proceedings
and for which adequate reserves have been established to the extent required by
GAAP.

          (e)  In the event the Administrative Agent notifies the Company that
the Required Lenders have determined on the basis of an environmental report or
assessment delivered by the Company pursuant to the provisions of this section
8.8(e), or otherwise, that a Closing Date Mortgage encumbering any particular
Closing Date Mortgaged Property should be released and discharged because of
substantial concerns of the Required Lenders with respect to environmental
matters revealed in such environmental report or assessment, or otherwise
recognized by the Required Lenders, the Required Lenders may cause the
Collateral Agent to release and discharge such Closing Date Mortgage, subject to
any later determination by the Required Lenders notified to the Company by the
Administrative Agent that an Additional Security Document in the form of a
mortgage, deed of trust or similar instrument covering such Closing Date
Mortgaged Property should be executed and delivered hereunder.

          (f)  At the written request of the Administrative Agent or the
Required Lenders, which request shall specify in reasonable detail the basis
therefor, at any time and from time to time after the Lenders receive notice
under section 8.1(g) for any Environmental Claim involving potential
expenditures by the Company or any of its Subsidiaries in excess of $5,000,000
in the aggregate for any Real Property, the Company will provide, at its sole
cost and expense, an environmental site assessment report concerning any such
Real Property now or hereafter owned, leased or operated by the Company or any
of its Subsidiaries, prepared by an environmental consulting firm reasonably
acceptable to the Administrative Agent, indicating the presence or absence of
Hazardous Materials and the potential cost of any removal or a remedial action
in connection with any Hazardous Materials on such Real Property. If the Company
fails to provide the same within 90 days after such request was made, the
Administrative Agent may order the same, and the Company shall grant and hereby
grants, to the Administrative Agent and the Lenders and their agents, access to
such Real Property and specifically grants the Administrative Agent and the
Lenders an irrevocable non-exclusive license, subject to the rights of tenants,
to undertake such an assessment, all at the Company's expense.

     8.9  Fiscal Years, Fiscal Quarters. If the Company shall change any of its
or any of its Subsidiaries' fiscal years or fiscal quarters (other than the
fiscal year or fiscal quarters of a person which becomes a Subsidiary, made at
the time such person becomes a Subsidiary to conform to the Company's fiscal
year and fiscal quarters), the Company will promptly, and in any event within 30
days following any such change, deliver a notice to the Administrative Agent and
the Lenders describing such change and any material accounting entries made in
connection therewith and stating whether such change will have any impact upon
any financial computations to be made hereunder, and if any such impact is
foreseen, describing in reasonable detail the nature and extent of such impact.
If the Required Lenders determine that any such change will have any impact upon
any financial computations to be made hereunder which is adverse to the Lenders,
the Company will, if so requested by the Administrative Agent, enter into an
amendment to this Agreement, in form and substance reasonably satisfactory to
the Administrative Agent and the Required Lenders, modifying any of the
financial covenants or related provisions hereof in such manner as the Required
Lenders determine is necessary to eliminate such adverse effect.

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     8.10 Hedge Agreements, etc. (a) The Company and its Subsidiaries may enter
into Hedge Agreements in order to provide protection to the Company or any such
Subsidiary from fluctuations and other changes in interest rates and currency
exchange rates, as and to the extent considered reasonably necessary by the
Company, but without exposing the Company or its Subsidiaries to predominantly
speculative risks unrelated to the amount of assets, Indebtedness or other
liabilities intended to be subject to coverage on a notional basis under all
such Hedge Agreements; provided that, in the case of any Hedge Agreement entered
into after the Effective Date, (i) the Hedge Agreement is entered into in the
ordinary course of business; (ii) the institution providing such protection is a
reputable financial institution, and (iii) the Borrower has given the
Administrative Agent prior notice of the Hedge Agreement if the Hedge Agreement
is material.

          (b)  The Company shall obtain, and thereafter maintain in effect for a
period of two years after the Effective Date, Interest Rate Protection with
respect to 50% of the sum of (i) the outstanding principal balance of the Term
Loans, and (ii) the outstanding principal balance of the Public Notes; for the
purposes of this section 8.10(b), "Interest Rate Protection" shall mean either
(x) such Indebtedness has a fixed rate of interest (and the Company or any
Subsidiary has not thereafter entered into an interest rate swap agreement or
similar agreement pursuant to which the Company or such Subsidiary has exchanged
the obligation to pay the fixed rate of interest for an obligation to pay a
floating rate of interest) or (y) the Company has entered into a Hedge Agreement
or Hedge Agreements protecting against fluctuations in interest rates with
respect thereto complying with the requirements of section 8.10(a) above.

     8.11 Certain Subsidiaries to Join in Subsidiary Guaranty.

          (a)  In the event that at any time after the Closing Date

          (x)  the Company has any Subsidiary (other than a Foreign Subsidiary
     as to which section 8.11(b) applies) which is not a party to a Subsidiary
     Guaranty, or

          (y)  an Event of Default has occurred and is continuing and the
     Company has any Subsidiary which is not a party to a Subsidiary Guaranty,

the Company will notify the Administrative Agent in writing of such event,
identifying the Subsidiary in question and referring specifically to the rights
of the Administrative Agent and the Lenders under this section. The Company
will, within 30 days following request therefor from the Administrative Agent
(who may give such request on its own initiative or upon request by the Required
Lenders), cause such Subsidiary to deliver to the Administrative Agent, in
sufficient quantities for the Lenders, (i) a Subsidiary Guaranty duly executed
by such Subsidiary as a guarantor thereunder, and (ii) if such Subsidiary is a
corporation, resolutions of the Board of Directors of such Subsidiary, certified
by the Secretary or an Assistant Secretary of such Subsidiary as duly adopted
and in full force and effect, authorizing the execution and delivery of such
Subsidiary Guaranty, or if such Subsidiary is not a corporation, such other
evidence of the authority of such Subsidiary to execute such joinder supplement
as the Administrative Agent may reasonably request. Notwithstanding anything
herein to the contrary, in the event that any Foreign Subsidiary of the Company
is at any time a guarantor under the Public Note Documents or has guaranteed any
other Indebtedness of the Company or its Domestic Subsidiaries, such Subsidiary
shall have executed and delivered a Subsidiary Guaranty hereunder in form and
substance acceptable to the Administrative Agent in its discretion.

          (b)  Notwithstanding the foregoing or the provisions of section 8.12
hereof, the Company shall not, unless an Event of Default has occurred and is
continuing, be required to pledge (or cause to be pledged) any stock or other
equity interests in any Foreign Subsidiary which is not a first tier Foreign
Subsidiary, or more than 65% of the stock or other equity interests in any
Foreign Subsidiary which is a first tier Foreign Subsidiary, or to cause a
Foreign Subsidiary to join in a Subsidiary Guaranty or to become a party to the
Security Agreement or any other Security Document, if (i) to do so would subject
the Company to liability for additional United States income taxes by virtue of
section 956 of the Code in an amount the Company considers material, and (ii)
the Company provides the Administrative Agent with documentation, including
computations prepared by the Company's internal tax officer, its independent
accountants or tax counsel, reasonably acceptable to the Required Lenders, in
support thereof.

     8.12 Additional Security; Further Assurances.

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               (a) In the event that at any time after the Closing Date

               (x) the Company or any Subsidiary acquires, or a person which has
          become a Subsidiary owns or holds, an interest in any Real Property,
          assets, stock, securities or any other property or interest, located
          in the United States or arising out of business conducted in or from
          the United States, which is not at the time included in the Collateral
          and is not subject to a Permitted Lien securing Indebtedness, the
          Company will notify the Administrative Agent in writing of such event,
          identifying the property or interests in question and referring
          specifically to the rights of the Administrative Agent and the Lenders
          under this section,

               (y) the Company or any Subsidiary at any time owns or holds an
          interest in any Real Property, assets, stock, securities or any other
          property or interest, located in the United States or arising out of
          business conducted in or from the United States, (1) which is not at
          the time included in the Collateral and is not subject to a Permitted
          Lien securing Indebtedness, and (2) as to which the Administrative
          Agent on its own initiative or upon instructions from the Required
          Lenders has notified the Company that it requires that the same be
          included in the Collateral, or

               (z) an Event of Default has occurred and is continuing and the
          Company or any Subsidiary at any time owns or holds an interest in any
          Real Property, assets, stock, securities or any other property or
          interest, located within or outside of the United States or arising
          out of business conducted from any location within or outside the
          United States, which is not at the time included in the Collateral and
          is not subject to a Permitted Lien securing Indebtedness,

the Company will, or will cause such Subsidiary to, within 30 days following
request by the Collateral Agent (who may make such request on its own initiative
or upon instructions from the Required Lenders), grant the Collateral Agent for
the benefit of the Secured Creditors (as defined in the Security Documents)
security interests and mortgages or deeds of trust, pursuant to new
documentation (each an "Additional Security Document") or joinder in any
existing Security Document, in such assets, interests or properties of the
Company or any Subsidiary, subject to obtaining any required consents from third
parties (including third party lessors and co-venturers) necessary to be
obtained for the granting of a Lien on the interests or assets involved (with
the Company hereby agreeing to use its reasonable best efforts to obtain such
consents), and also subject to the provisions of section 8.11(b); provided that
notwithstanding the foregoing, the Company need not notify the Administrative
Agent under this section 8.12(a) of any leasehold interest which is acquired or
held by the Company or any Subsidiary.

          (b)  Each Additional Security Document (i) shall be granted pursuant
to documentation reasonably satisfactory in form and substance to the
Administrative Agent, which documentation shall in the case of Real Property
owned in fee be accompanied by such Phase I environmental reports or
assessments, a mortgage policy of title insurance (subject to a standard survey
exception), and other supporting documentation requested by and reasonably
satisfactory in form and substance to the Administrative Agent; and (ii) shall
constitute a valid and enforceable perfected Lien upon the interests or
properties so included in the Collateral, superior to and prior to the rights of
all third persons and subject to no other Liens except those permitted by
section 9.3 or otherwise agreed by the Administrative Agent at the time of
perfection thereof and (in the case of Real Property or interests therein) such
other encumbrances as may be set forth in the mortgage policy, if any, relating
to such Additional Security Document which shall be delivered to the Collateral
Agent together with such Additional Security Document and which shall be
satisfactory in form and substance to the Collateral Agent and the
Administrative Agent. The Company, at its sole cost and expense, will cause each
Additional Security Document or instruments related thereto to be duly recorded
or filed in such manner and in such places as are required by law to establish,
perfect, preserve and protect the Liens created thereby required to be granted
pursuant to the Additional Security Document, and will pay or cause to be paid
in full all taxes, fees and other charges payable in connection therewith.
Furthermore, the Company shall cause to be delivered to the Collateral Agent
such opinions of local counsel, appraisals, title insurance, surveys,
environmental assessments, consents of landlords, lien waivers from landlords or
mortgagees and other related documents as may be reasonably requested by the
Collateral Agent or any other Agent in connection with the execution, delivery
and recording of any Additional Security Document, all of which documents shall
be in form and substance reasonably satisfactory to the Collateral Agent and the
Administrative Agent, except that no leasehold Mortgage, title insurance or
surveys shall be required for any leasehold properties (unless the lessee has a
nominal or bargain purchase option).

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          (c)  The Company will, and will cause each of its Subsidiaries to, at
the expense of the Company, make, execute, endorse, acknowledge, file and/or
deliver to the Collateral Agent from time to time such conveyances, financing
statements, transfer endorsements, powers of attorney, certificates, and other
assurances or instruments and take such further steps relating to the Collateral
covered by any of the Security Documents as the Collateral Agent or any other
Agent may reasonably require. If at any time the Collateral Agent or any other
Agent determines, based on applicable law, that all applicable taxes (including,
without limitation, mortgage recording taxes or similar charges) were not paid
in connection with the recordation of any mortgage or deed of trust, the Company
shall promptly pay the same upon demand.

          (d)  The Company will if requested by any Lender at any time, in order
to meet any legal requirement applicable to such Lender, provide to the
Collateral Agent and the Lenders, at the sole cost and expense of the Company,
appraisals and other supporting documentation relating to any Closing Date
Mortgage or any mortgage or deed of trust delivered as an Additional Security
Document hereunder, as specified by any Lender, meeting the appraisal and other
documentation requirements of the Real Estate Reform Amendments of the Financial
Institution Reform, Recovery and Enforcement Act of 1989, as amended, or any
other legal requirements applicable to any Lender, which in the case of any such
appraisal shall be prepared by one or more valuation firms of national standing,
acceptable to the Required Lenders, utilizing appraisal standards satisfying
such Amendments, Act or other legal requirements.

          (e)  Notwithstanding the foregoing provisions of this section 8.12, in
the event the Administrative Agent notifies the Company that the Required
Lenders have determined on the basis of an environmental report or assessment
delivered by the Company pursuant to the provisions of section 8.12(b) that an
Additional Security Document encumbering any particular Real Property should not
be delivered under this section 8.12, the Company shall be relieved of its
obligation in this section 8.12 to deliver or cause to be delivered an
Additional Security Document in the form of a mortgage, deed of trust or similar
instrument covering such Real Property, subject to any later determination by
the Required Lenders notified to the Company by the Administrative Agent that an
Additional Security Document in the form of a mortgage, deed of trust or similar
instrument covering such Real Property should be executed and delivered
hereunder.

          (f)  As promptly as practicable after the date (i) any Credit Party
has any Collateral located in a jurisdiction as to which the Agents shall not
previously have received a search report listing all effective UCC financing
statements filed against such Credit Party in such jurisdiction and containing
copies of all such effective UCC financing statements, (ii) any person first
becomes a Domestic Subsidiary of the Company, or (iii) any UCC financing
statement is filed against any Credit Party to perfect security interests
granted pursuant to the Security Agreement, the Company will, at its expense,
cause to be delivered to the Agents and the Lenders search reports listing all
effective UCC financing statements filed against such person or Credit Party in
each applicable jurisdiction and containing copies of all such effective UCC
financing statements. In addition, whenever requested by the Administrative
Agent, but not more frequently than once in any 12-month period, the Company
will promptly provide the Agents and the Lenders with such new or updated title,
lien, judgment, patent, trademark and UCC financing statement searches or
reports as to the Company or any Domestic Subsidiary, or any Collateral of any
Credit Party, as the Administrative Agent may specify to the Company in its
request.

          (g)  The Collateral Agent is authorized, without the consent of any of
the Lenders, to (i) enter into any modification of any Security Document which
the Collateral Agent reasonably believes is required to conform to the mandatory
requirements of local law, or to local customs followed by financial
institutions with respect to similar collateral documents involving property
located in any particular jurisdiction, (ii) in the case of any Security
Document relating to property located in a particular jurisdiction which imposes
a tax with respect to such Security Document based on the amount of the
obligations secured thereby, expressly limit the amount of such secured
obligations which are secured by such property to such amount as, in the
Collateral Agent's good faith judgment, is appropriate so that the amount of
such tax is reasonable in light of the estimated value of the property located
in such jurisdiction, and/or (iii) designate the amount of title insurance
coverage for any title insurance policy provided hereunder in an amount
reasonably believed by the Collateral Agent to be representative of the fair
value of the property covered thereby.

          (h)  The Company will provide the Administrative Agent with sufficient
copies of each Additional Security Document and any additional supporting
documents delivered in connection therewith for distribution of copies thereof
to the other Agents and the Lenders, and the Administrative Agent will promptly
so distribute such copies.

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     8.13 Casualty and Condemnation. (a) The Company will promptly (and in any
event within 10 days) furnish to the Administrative Agent and the Lenders
written notice of any Event of Loss involving any property included in the
Collateral which is reasonably believed to be in excess of $5,000,000.

          (b)  If any Event of Loss results in Net Proceeds (whether in the form
of insurance proceeds, a condemnation award or otherwise), a portion or all of
which is required to be applied as a prepayment of the Loans or to the
rebuilding or restoration of any affected property pursuant to section 5.2, the
Collateral Agent is authorized to collect such Net Proceeds and, if received by
any Credit Party, the Company will, or will cause any applicable Credit Party,
to pay over such Net Proceeds to the Collateral Agent.

     8.14 Landlord/Mortgagee Waivers; Bailee Letters. The Company will promptly
(and in any event within 60 days following the Closing Date, in the case of any
Collateral in existence as of the Closing Date) obtain, and will maintain in
effect, (a) waivers from landlords and mortgagees having any interest in any
Real Property on which any tangible items of Collateral having a value of at
least $250,000 are located, substantially in the form attached hereto as
Exhibits C-17 and C-18, or otherwise reasonably acceptable to the Administrative
Agent, and (b) bailee letters, substantially in the form attached hereto as
Exhibit C-19, or otherwise reasonably acceptable to the Administrative Agent,
from persons unrelated to any of the Credit Parties who are parties to the
Security Agreement to whom any tangible items of Collateral having a value of at
least $500,000 have been delivered for storage, use in the manufacture of
products for the Company and its Subsidiaries, consignment or similar purposes.

     8.15 Addition and Deletion of Foreign Subsidiary Borrowers. Whenever the
Company determines that it desires for a Foreign Subsidiary which is not already
a Foreign Subsidiary Borrower to become a party hereto as a Foreign Subsidiary
Borrower, it will cause such Foreign Subsidiary to deliver to the Administrative
Agent an Election to Participate for such Foreign Subsidiary and the other
documents contemplated by section 6.3. No Election to Participate shall be
effective to add a Foreign Subsidiary Borrower hereunder or for any other
purposes of this Agreement unless it is accepted in writing by the
Administrative Agent as evidenced by the signature of one of its officers in the
space provided at the end thereof. No acceptance of an Election to Participate
shall be effected by the Administrative Agent except pursuant to the
instructions, or with the consent, of the Required Revolving Lenders. If at any
time the Borrower determines that a Foreign Subsidiary should no longer be a
Foreign Subsidiary Borrower, it may, if such Foreign Subsidiary Borrower has no
outstanding Loans or other Obligations hereunder, cause such Foreign Subsidiary
Borrower to deliver to the Administrative Agent an Election to Terminate with
respect to such Foreign Subsidiary Borrower.

     Without limitation of the provisions of section 2.9 hereof, if the cost to
any Lender of making or maintaining any Revolving Loan to a Foreign Subsidiary
Borrower is increased (or the amount of any sum received or receivable by any
Lender (or its Applicable Lending Office) is reduced) by an amount deemed in
good faith by such Lender to be material, by reason of the fact that such
Foreign Subsidiary Borrower is incorporated in, or conducts business in, a
jurisdiction outside the United States, such Foreign Subsidiary Borrower shall
indemnify such Lender for such increased cost or reduction within 15 days after
demand by such Lender (with a copy to the Administrative Agent). A certificate
of such Lender claiming compensation under this paragraph and setting forth the
additional amount or amounts to be paid to it hereunder (and the basis for the
calculation of such amount or amounts) shall be conclusive in the absence of
manifest error.

     8.16 Most Favored Covenant Status. Should the Company at any time after the
Effective Date, issue or guarantee any unsecured Indebtedness denominated in
Dollars for money borrowed or represented by bonds, notes, debentures or similar
securities in an aggregate amount exceeding $10,000,000, to any lender or group
of lenders acting in concert with one another, or one or more institutional
investors, pursuant to a loan agreement, credit agreement, note purchase
agreement, indenture, guaranty or other similar instrument, which agreement,
indenture, guaranty or instrument, includes affirmative or negative business or
financial covenants (or any events of default or other type of restriction which
would have the practical effect of any affirmative or negative business or
financial covenant, including, without limitation, any "put" or mandatory
prepayment of such Indebtedness upon the occurrence of a "change of control")
which are applicable to the Company, other than those set forth herein or in any
of the other Credit Documents, the Company shall promptly so notify the
Administrative Agent and the Lenders and, if the Administrative Agent shall so
request by written notice to the Company (after a determination has been made by
the Required Lenders that any of the above-referenced documents or instruments
contain any such provisions, which either individually or in the aggregate, are
more favorable to the holders of such unsecured Indebtedness that any of the
provisions set forth herein), the Company, the Administrative Agent and the
Lenders shall promptly amend this Agreement to incorporate some or all of such
provisions, in the discretion of the

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Administrative Agent and the Required Lenders, into this Agreement and, to
the extent necessary and reasonably desirable to the Administrative Agent and
the Required Lenders, into any of the other Credit Documents, all at the
election of the Administrative Agent and the Required Lenders.

     SECTION 9.  NEGATIVE COVENANTS.

     The Company hereby covenants and agrees that on the Effective Date and
thereafter for so long as this Agreement is in effect and until such time as the
Total Commitment has been terminated, no Notes remain outstanding and the Loans,
together with interest, Fees and all other Obligations incurred hereunder and
under the other Credit Documents, have been paid in full:

     9.1  Changes in Business. Neither the Company nor any of its Subsidiaries
will engage in any business if, as a result, the general nature of the business,
taken on a consolidated basis, which would then be engaged in by the Company and
its Subsidiaries, would be substantially changed from the general nature of the
business engaged in by the Company and its Subsidiaries on the Effective Date.

     9.2  Consolidation, Merger, Acquisitions, Asset Sales, etc. The Company
will not, and will not permit any Subsidiary to, (1) wind up, liquidate or
dissolve its affairs, (2) enter into any transaction of merger or consolidation,
(3) make or otherwise effect any Acquisition, (4) sell or otherwise dispose of
any of its property or assets outside the ordinary course of business, or
otherwise make or otherwise effect any Asset Sale, or (5) agree to do any of the
foregoing at any future time, except that the following shall be permitted:

          (a)  Certain Intercompany Mergers, etc. If no Default or Event of
Default has occurred and is continuing or would result therefrom,

               (i)   the merger, consolidation or amalgamation of any Domestic
Subsidiary with or into the Company or another Subsidiary which is both a
Domestic Subsidiary and a Wholly-Owned Subsidiary, so long as in any merger,
consolidation or amalgamation involving the Company, the Company is the
surviving or continuing or resulting corporation;

               (ii)  the merger, consolidation or amalgamation of any Foreign
Subsidiary with or into another Subsidiary which is both a Foreign Subsidiary
and a Wholly-Owned Subsidiary;

               (iii) the liquidation, winding up or dissolution of any
Subsidiary of the Company;

               (iv)  the transfer or other disposition of any property by the
Company to any Domestic Subsidiary which is a Wholly-Owned Subsidiary, or by any
Domestic Subsidiary to the Company or to any other Domestic Subsidiary which is
a Wholly-Owned Subsidiary of the Company; and

               (v)   the transfer or other disposition of any property by a
Foreign Subsidiary to the Company or to any Domestic Subsidiary, or to another
Foreign Subsidiary which is a Wholly-Owned Subsidiary;

     shall each be permitted, if after giving effect thereto at least 60% of the
     Consolidated Total Assets of the Company are owned directly by the Company
     and not indirectly through Subsidiaries.

          (b)  Other Mergers, etc. Involving the Company. The Company may
consolidate or merge with any other corporation, or sell, transfer or otherwise
dispose of all or substantially all of the property and assets of the Company
and its Subsidiaries to any person, if (i) the surviving, continuing or
resulting corporation of such merger or consolidation (if other than the
Company) or the acquiring person unconditionally assumes the obligations of the
Company under the Credit Documents pursuant to an assumption agreement in form
and substance reasonably satisfactory to the Required Lenders, (ii) no Event of
Default has occurred and is continuing or would result therefrom, (iii) no
Change of Control would be occasioned thereby; and (iv) if any such merger or
consolidation is entered into for the purpose of effecting an Acquisition, such
Acquisition is permitted by section 9.2(c).

          (c)  Acquisitions. If no Default or Event of Default has occurred and
is continuing or would result therefrom, the Company or any Subsidiary may make
any Acquisition which is a Permitted Acquisition, provided that all of the
conditions contained in the definition of the term Permitted Acquisition are
satisfied.

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          (d)  Permitted Dispositions. If no Default or Event of Default has
occurred and is continuing or would result therefrom, the Company or any of its
Subsidiaries may (i) sell any property, land or building (including any related
receivables or other intangible assets) to any person which is not a Subsidiary
of the Company, or (ii) sell the entire capital stock (or other equity
interests) and Indebtedness of any Subsidiary owned by the Company or any other
Subsidiary to any person which is not a Subsidiary of the Company, or (iii)
permit any Subsidiary to be merged or consolidated with a person which is not an
Affiliate of the Company, or (iv) consummate any other Asset Sale with a person
who is not a Subsidiary of the Company; provided that:

               (A) the consideration for such transaction represents fair value
     (as determined by management of the Company), and at least 75% of such
     consideration consists of cash,

               (B) the aggregate consideration for all such transactions
     effected in any fiscal year does not exceed $10,000,000, and

               (C) contemporaneously with the completion of such transaction the
     Company prepays its Loans as and to the extent required by section 5.2
     hereof.

          (e)  Leases. The Company or any of its Subsidiaries may enter into
leases of property or assets not constituting Acquisitions, provided such leases
are not otherwise in violation of this Agreement.

          (f)  Capital Expenditures: The Company and it Subsidiaries shall be
permitted to make any Consolidated Capital Expenditures permitted pursuant to
section 9.11.

          (g)  Permitted Investments. The Company and it Subsidiaries shall be
permitted to make the investments permitted pursuant to section 9.5.

To the extent the Required Lenders (or all of the Lenders as may be required by
section 13.12) waive the provisions of this section 9.2 with respect to the
sale, transfer or other disposition of any Collateral, or any Collateral is
sold, transferred or disposed of as permitted by this section 9.2, (i) such
Collateral shall be sold, transferred or disposed of free and clear of the Liens
created by the respective Security Documents; (ii) if such Collateral includes
all of the capital stock of a Subsidiary which is a party to the Subsidiary
Guaranty or whose stock is pledged pursuant to the Pledge Agreement, such
capital stock shall be released from the Pledge Agreement and such Subsidiary
shall be released from the applicable Subsidiary Guaranty; and (iii) the
Administrative Agent and the Collateral Agent shall be authorized to take
actions deemed appropriate by them in order to effectuate the foregoing.

     9.3  Liens. The Company will not, and will not permit any of its
Subsidiaries to, create, incur, assume or suffer to exist any Lien upon or with
respect to any property or assets of any kind (real or personal, tangible or
intangible) of the Company or any such Subsidiary whether now owned or hereafter
acquired, or sell any such property or assets subject to an understanding or
agreement, contingent or otherwise, to repurchase such property or assets
(including sales of accounts receivable or notes with or without recourse to the
Company or any of its Subsidiaries, other than for purposes of collection of
delinquent accounts in the ordinary course of business) or assign any right to
receive income, or file or permit the filing of any financing statement under
the UCC or any other similar notice of Lien under any similar recording or
notice statute, except that the foregoing restrictions shall not apply to:

          (a)  Standard Permitted Liens: the Standard Permitted Liens;

          (b)  Existing Liens, etc.: Liens (i) in existence on the Effective
Date which are listed, and the Indebtedness secured thereby and the property
subject thereto on the Effective Date described, in Annex III, or (ii) arising
out of the refinancing, extension, renewal or refunding of any Indebtedness
secured by any such Liens, provided that the principal amount of such
Indebtedness is not increased and such Indebtedness is not secured by any
additional assets;

          (c)  Foreign Subsidiary Liens: Liens on assets and properties of
Foreign Subsidiaries, securing Indebtedness permitted under section 9.4(d), but
not in excess of $10,000,000 at any time outstanding (exclusive of those
described in section 9.3(b) above); and

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          (d)  Purchase Money Liens and Liens on Acquired Properties: Liens
which

               (i)  are placed upon equipment or machinery or improvements to
Real Property (including the associated Real Property) used in the ordinary
course of business of the Company or any Subsidiary at the time of (or within
180 days after) the acquisition of such equipment or machinery or the completion
of such improvements by the Company or any such Subsidiary to secure
Indebtedness incurred to pay or finance all or a portion of the purchase price
or other cost thereof, provided that the Lien encumbering the equipment or
machinery so acquired or the Real Property so improved does not encumber any
other asset of the Company or any such Subsidiary; or

               (ii)  are existing on property or other assets at the time
acquired by the Company or any Subsidiary or on assets of a person at the time
such person first becomes a Subsidiary of the Company; provided that (A) any
such Liens were not created at the time of or in contemplation of the
acquisition of such assets or person by the Company or any of its Subsidiaries;
(B) in the case of any such acquisition of a person, any such Lien attaches only
to the property and assets of such person; and (C) in the case of any such
acquisition of property or assets by the Company or any Subsidiary, any such
Lien attaches only to the property and assets so acquired and not to any other
property or assets of the Company or any Subsidiary;

          provided that (1) the Indebtedness secured by any such Lien does not
     exceed 100% of the fair market value of the property and assets to which
     such Lien attaches, determined at the time of the acquisition or
     improvement of such property or asset or the time at which such person
     becomes a Subsidiary of the Company (except in the circumstances described
     in clause (ii) above to the extent such Liens constituted customary
     purchase money Liens at the time of incurrence and were entered into in the
     ordinary course of business), and (2) the Indebtedness secured thereby is
     permitted by section 9.4(e).

     9.4  Indebtedness. The Company will not, and will not permit any of its
Subsidiaries to, contract, create, incur, assume or suffer to exist any
Indebtedness of the Company or any of its Subsidiaries, except:

          (a)  Credit Documents: Indebtedness incurred under this Agreement and
the other Credit Documents;

          (b)  Public Notes: Indebtedness incurred pursuant to the Public Notes
or a Permitted Public Notes Refinancing in an aggregate principal amount not to
exceed $200,000,000;

          (c)  Existing Indebtedness: Existing Indebtedness; and any
refinancing, extension or renewal of any such Existing Indebtedness effected on
terms approved by the Administrative Agent prior to the date of such
refinancing, extension or renewal, such approval not to be unreasonably withheld
or delayed; provided that any Existing Indebtedness identified in Annex II or
otherwise referred to in section 6.1 as being intended to be refinanced by Loans
incurred hereunder or otherwise retired, may not be otherwise refinanced;

          (d)  Foreign Subsidiary Borrowings and Capitalized Lease Obligations:
Indebtedness for borrowed money and Capitalized Lease Obligations incurred by
Foreign Subsidiaries (exclusive of Indebtedness described in section 9.4(c)
above), provided that (i) the aggregate outstanding principal amount of all such
Indebtedness (including, without limitation, the amount of any intercompany
loans and advances), together with the outstanding Capitalized Lease Obligations
of the Foreign Subsidiaries, which is outstanding at any time, does not exceed
$25,000,000, no more than $10,000,000 of which may be secured by Liens as
permitted under Section 9.3(c) hereof; and (ii) at no time shall the portion of
such Indebtedness and Capitalized Lease Obligations that are secured by Liens
obtained by the Foreign Subsidiaries be guaranteed by, or otherwise supported by
collateral granted by, the Company or any of its Domestic Subsidiaries;

          (e)  Capitalized Lease Obligations and Purchase Money Indebtedness:
Indebtedness consisting of Capital Lease Obligations of the Company and its
Subsidiaries, and Indebtedness secured by a Lien on any property of the Company
or any Subsidiary referred to in section 9.3(d), provided that at the time of
any incurrence thereof after the date hereof, and after giving effect thereto,
(i) the Company would be in compliance with sections 9.7, 9.8, 9.9, 9.10 and
9.11, and no Event of Default has occurred and is continuing or would result
therefrom; and (ii) the aggregate outstanding principal amount (using
Capitalized Lease Obligations in lieu of principal amount, in the case of any
Capital Lease) of all Indebtedness permitted by this clause (e) does not exceed

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<PAGE>

5% of the Company's Consolidated Net Worth as of the date of the financial
statements then most recently furnished to the Lenders pursuant to this
Agreement;

          (f)  Intercompany Debt: the following: (i) unsecured Indebtedness of
the Company owed to any of its Subsidiaries, provided such Indebtedness
constitutes Subordinated Indebtedness; and (ii) unsecured Indebtedness of any of
the Company's Subsidiaries to the Company or to another Subsidiary of the
Company, provided that in the case of any such unsecured Indebtedness of Foreign
Subsidiaries, such Indebtedness is within the limitations provided in section
9.4(d);

          (g)  Hedge Agreements: Indebtedness of the Company and its
Subsidiaries under Hedge Agreements; and

          (h)  Guaranty Obligations: any Guaranty Obligations permitted by
section 9.5.

     9.5  Advances, Investments, Loans and Guaranty Obligations. The Company
will not, and will not permit any of its Subsidiaries to, (1) lend money or
credit or make advances to any person, (2) purchase or acquire any stock,
obligations or securities of, or any other interest in, or make any capital
contribution to, or other investment in, any person, (3) create, acquire or hold
any Subsidiary, (4) be or become a party to any joint venture or partnership, or
(5) be or become obligated under any Guaranty Obligations (other than those
which may be created in favor of the Lenders pursuant to the Credit Documents),
except:

          (a)  the Company or any of its Subsidiaries may invest in cash and
Cash Equivalents; provided that during any time that Revolving Loans or Swing
Line Loans are outstanding to the Company, the aggregate amount of cash and Cash
Equivalents held by the Company and its Domestic Subsidiaries shall not exceed
$20,000,000 in the aggregate for any period of three consecutive Business Days,
and provided further that during any time that Revolving Loans are outstanding
to a Foreign Subsidiary Borrower, the aggregate amount of cash and Cash
Equivalents held by the Foreign Subsidiaries domiciled in Europe shall not
exceed $15,000,000 in the aggregate for any period of three consecutive Business
Days;

          (b)  any endorsement of a check or other medium of payment for deposit
or collection, or any similar transaction in the normal course of business;

          (c)  the Company and its Subsidiaries may acquire and hold receivables
owing to them in the ordinary course of business and payable or dischargeable in
accordance with customary trade terms;

          (d)  investments acquired by the Company or any of its Subsidiaries
(i) in exchange for any other investment held by the Company or any such
Subsidiary in connection with or as a result of a bankruptcy, workout,
reorganization or recapitalization of the issuer of such other investment, or
(ii) as a result of a foreclosure by the Company or any of its Subsidiaries with
respect to any secured investment or other transfer of title with respect to any
secured investment in default;

          (e)  loans and advances to employees for business-related travel
expenses, moving expenses, costs of replacement homes, business machines or
supplies, automobiles and other similar expenses, in each case incurred in the
ordinary course of business, shall be permitted;

          (f)  to the extent not permitted by the foregoing clauses, the
existing loans, advances, investments and guarantees described on Annex IV
hereto;

          (g)  investments of the Company and its Subsidiaries in Hedge
Agreements;

          (h)  existing investments in any Subsidiaries and any additional
investments in any Subsidiary Guarantor;

          (i)  intercompany loans and advances permitted by section 9.4(f);

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<PAGE>

          (j)  the Acquisitions permitted by section 9.2; and loans, advances
and investments of any person which are outstanding at the time such person
becomes a Subsidiary of the Company as a result of an Acquisition permitted by
section 9.2, but not any increase in the amount thereof;

          (k)  any unsecured Guaranty Obligation incurred by the Company or any
Subsidiary with respect to (i) Indebtedness of a Wholly-Owned Subsidiary of the
Company which is permitted under section 9.4 without restriction upon the
ability of the Company or any Subsidiary to guarantee the same, or (ii) other
obligations of a Wholly-Owned Subsidiary of the Company which are not prohibited
by this Agreement;

          (l)  additional loans, advances and investments to other persons (not
including any Foreign Subsidiary of the Company), not otherwise permitted by the
foregoing clauses, made after the Closing Date in an aggregate cumulative amount
(taking into account repayment of any loans or advances to such persons during
such period) not in excess of $10,000,000, provided that at the time of any such
additional loan, advance or investment and after giving effect thereto no Event
of Default has occurred and is continuing or shall result therefrom.

     9.6  Dividends, etc. The Company will not (i) directly or indirectly
declare, order, pay or make any dividend (other than dividends payable solely in
common stock of the Company) or other distribution on or in respect of any
capital stock of any class of the Company, whether by reduction of capital or
otherwise, or (ii) directly or indirectly make, or permit any of its
Subsidiaries to directly or indirectly make, any purchase, redemption,
retirement or other acquisition of any capital stock of any class of the Company
(other than for a consideration consisting solely of capital stock of the same
class of the Company) or of any warrants, rights or options to acquire or any
securities convertible into or exchangeable for any capital stock of the
Company, except that the Company may declare and pay cash dividends on its
common stock during any fiscal year if immediately prior to and immediately
after giving effect to such action (A) no Default under section 10.1(a) or Event
of Default has occurred and is continuing, (B) the Company shall be in
compliance with section 9.7, and (C) the aggregate amount so expended is not in
excess of 5% of the Company's Excess Cash Flow for the preceding fiscal year.

     9.7  Leverage Ratio. The Company will not at any time permit its Leverage
Ratio for any Testing Period to exceed the ratio specified below:

     ===========================================================================
                        Testing Period                              Ratio

     ===========================================================================
     June 30, 2002                                               5.00 to 1.00
     ---------------------------------------------------------------------------
     September 30, 2002                                          4.75 to 1.00
     ---------------------------------------------------------------------------
     December 31, 2002                                           4.50 to 1.00
     ---------------------------------------------------------------------------
     March 31, 2003                                              4.50 to 1.00
     ---------------------------------------------------------------------------
     June 30, 2003                                               4.50 to 1.00
     ---------------------------------------------------------------------------
     September 30, 2003                                          4.25 to 1.00
     ---------------------------------------------------------------------------
     December 31, 2003                                           3.85 to 1.00
     ---------------------------------------------------------------------------
     March 31, 2004                                              3.75 to 1.00
     ---------------------------------------------------------------------------
     June 30, 2004                                               3.75 to 1.00
     ---------------------------------------------------------------------------
     September 30, 2004                                          3.50 to 1.00
     ---------------------------------------------------------------------------
     December 31, 2004                                           3.25 to 1.00
     ---------------------------------------------------------------------------
     March 31, 2005                                              3.25 to 1.00
     ---------------------------------------------------------------------------
     June 30, 2005                                               3.25 to 1.00
     ---------------------------------------------------------------------------
     September 30, 2005                                          3.25 to 1.00
     ---------------------------------------------------------------------------
     December 31, 2005 and thereafter                            3.00 to 1.00
     ===========================================================================

     9.8  Interest Coverage Ratio. The Company will not permit its Interest
Coverage Ratio for any Testing Period to be less than the ratio specified below:

     ===========================================================================
                        Testing Period                              Ratio

     ===========================================================================
     June 30, 2002                                               1.65 to 1.00
     ---------------------------------------------------------------------------
     September 30, 2002                                          1.65 to 1.00
     ---------------------------------------------------------------------------
     December 31, 2002                                           1.75 to 1.00
     ---------------------------------------------------------------------------

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<PAGE>

     ===========================================================================
                         Testing Period                              Ratio

     ---------------------------------------------------------------------------
     March 31, 2003                                               1.75 to 1.00
     ---------------------------------------------------------------------------
     June 30, 2003                                                2.00 to 1.00
     ---------------------------------------------------------------------------
     September 30, 2003                                           2.00 to 1.00
     ---------------------------------------------------------------------------
     December 31, 2003                                            2.25 to 1.00
     ---------------------------------------------------------------------------
     March 31, 2004                                               2.25 to 1.00
     ---------------------------------------------------------------------------
     June 30, 2004                                                2.50 to 1.00
     ---------------------------------------------------------------------------
     September 30, 2004                                           2.75 to 1.00
     ---------------------------------------------------------------------------
     December 31, 2004 and thereafter                             3.00 to 1.00
     ===========================================================================

     9.9   Fixed Charge Coverage Ratio. The Company will not permit its Fixed
Charge Coverage Ratio for any Testing Period to be less than the ratio specified
below:

     ===========================================================================
                         Testing Period                              Ratio

     ===========================================================================
     June 30, 2002                                                1.00 to 1.00
     ---------------------------------------------------------------------------
     September 30, 2002                                           1.00 to 1.00
     ---------------------------------------------------------------------------
     December 31, 2002                                            1.00 to 1.00
     ---------------------------------------------------------------------------
     March 31, 2003                                               1.00 to 1.00
     ---------------------------------------------------------------------------
     June 30, 2003                                                1.00 to 1.00
     ---------------------------------------------------------------------------
     September 30, 2003                                           1.00 to 1.00
     ---------------------------------------------------------------------------
     December 31, 2003                                            1.00 to 1.00
     ---------------------------------------------------------------------------
     March 31, 2004                                               1.00 to 1.00
     ---------------------------------------------------------------------------
     June 30, 2004                                                1.00 to 1.00
     ---------------------------------------------------------------------------
     September 30, 2004                                           1.00 to 1.00
     ---------------------------------------------------------------------------
     December 31, 2004 and thereafter                             1.10 to 1.00
     ===========================================================================

     9.10  Minimum Consolidated EBITDA. The Company will not permit its
Consolidated EBITDA for any Testing Period to be less than the amount specified
below, provided, that in the event the Company and/or its Subsidiaries complete
any Acquisition after the Effective Date, each of the amounts specified below
shall be increased by an amount equal to 85% of the consolidated earnings before
interest, income taxes, depreciation and amortization attributable to the
business and assets acquired in each such Acquisition for the most recent period
of four fiscal quarters preceding the date such Acquisition is completed:

     ===========================================================================
                         Testing Period                            Amount

     ===========================================================================
     June 30, 2002                                               $60,000,000
     ---------------------------------------------------------------------------
     September 30, 2002                                          $60,000,000
     ---------------------------------------------------------------------------
     December 31, 2002                                           $64,000,000
     ---------------------------------------------------------------------------
     March 31, 2003                                              $65,000,000
     ---------------------------------------------------------------------------
     June 30, 2003                                               $65,000,000
     ---------------------------------------------------------------------------
     September 30, 2003                                          $67,500,000
     ---------------------------------------------------------------------------
     December 31, 2003                                           $70,000,000
     ---------------------------------------------------------------------------
     March 31, 2004                                              $70,000,000
     ---------------------------------------------------------------------------
     June 30, 2004                                               $75,000,000
     ---------------------------------------------------------------------------
     September 30, 2004                                          $80,000,000
     ---------------------------------------------------------------------------
     December 31, 2004                                           $85,000,000
     ---------------------------------------------------------------------------
     March 31, 2005                                              $85,000,000
     ---------------------------------------------------------------------------
     June 30, 2005                                               $85,000,000
     ---------------------------------------------------------------------------
     September 30, 2005                                          $85,000,000
     ---------------------------------------------------------------------------
     December 31, 2005 and thereafter                            $90,000,000
     ===========================================================================

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<PAGE>

At the time the Company and/or its Subsidiaries complete an Acquisition
requiring an adjustment to the foregoing amounts, the Company will deliver to
the Administrative Agent and the Lenders a certificate of its chief financial or
accounting officer or another Authorized Officer, reasonably satisfactory in
form and substance to the Administrative Agent, as to the amounts of such
adjustments, and setting forth the calculations and other financial information
(including copies of financial statements of the business acquired in the
Acquisition) used in determining such adjustments.

     9.11  Consolidated Capital Expenditures. The Company will not, and will not
permit any of its Subsidiaries to, make or incur Consolidated Capital
Expenditures during any fiscal year of the Company in excess of the amount
specified below, except that in the event actual Consolidated Capital
Expenditures for any fiscal year are less than such amount, 50% of the
difference may be carried over to the next fiscal year, but not any subsequent
fiscal year:

           =====================================================================
                        Fiscal Year                                  Amount

           =====================================================================
           2002                                                    $30,000,000
           ---------------------------------------------------------------------
           2003                                                    $37,500,000
           ---------------------------------------------------------------------
           2004                                                    $32,000,000
           ---------------------------------------------------------------------
           2005 and each fiscal year thereafter                    $29,500,000
           =====================================================================

     9.12  Certain Leases. The Company will not permit the aggregate payments
(excluding any property taxes, insurance or maintenance obligations paid by the
Company and its Subsidiaries as additional rent or lease payments) by the
Company and its Subsidiaries on a consolidated basis under agreements to rent or
lease any real or personal property for a period exceeding 12 months (including
any renewal or similar option periods), other than any leases constituting
Capital Leases, to exceed $5,000,000 during any fiscal year.

     9.13  Limitation on Certain Restrictive Agreements. The Company will not,
and will not permit any of its Subsidiaries to, directly or indirectly, enter
into, incur or permit to exist or become effective, any "negative pledge"
covenant or other agreement, restriction or arrangement that prohibits,
restricts or imposes any condition upon (a) the ability of the Company or any
Subsidiary to create, incur or suffer to exist any Lien upon any of its property
or assets as security for Indebtedness, or (b) the ability of any such
Subsidiary to pay dividends or make any other distributions on its capital stock
or any other interest or participation in its profits owned by the Company or
any Subsidiary of the Company, or pay any Indebtedness owed to the Company or a
Subsidiary of the Company, or to make loans or advances to the Company or any of
the Company's other Subsidiaries, or transfer any of its property or assets to
the Company or any of the Company's other Subsidiaries, except for such
restrictions existing under or by reason of (i) applicable law, (ii) this
Agreement and the other Credit Documents, (iii) customary provisions restricting
subletting or assignment of any lease governing a leasehold interest, (iv)
customary provisions restricting assignment of any licensing agreement entered
into in the ordinary course of business, (v) customary provisions restricting
the transfer or further encumbering of assets subject to Liens permitted under
section 9.3(b) or (c), (vi) restrictions contained in the Existing Indebtedness
Agreements as in effect on the Effective Date (and any similar restrictions
contained in any agreement governing any refinancing or refunding thereof not
prohibited by this Agreement), (vii) restrictions contained in the Public Note
Documents as in effect on the Effective Date, (viii) customary restrictions
affecting only a Subsidiary of the Company under any agreement or instrument
governing any of the Indebtedness of a Subsidiary permitted pursuant to 9.4,
(ix) restrictions affecting any Foreign Subsidiary of the Company under any
agreement or instrument governing any Indebtedness of such Foreign Subsidiary
permitted pursuant to 9.4, and customary restrictions contained in "comfort"
letters and guarantees of any such Indebtedness, (x) any document relating to
Indebtedness secured by a Lien permitted by section 9.3, insofar as the
provisions thereof limit grants of junior liens on the assets securing such
Indebtedness, and (xi) any operating lease or Capital Lease, insofar as the
provisions thereof limit grants of a security interest in, or other assignments
of, the related leasehold interest to any other person.

     9.14  Prepayments and Refinancings of Other Debt, etc. The Company will
not, and will not permit any of its Subsidiaries to, make (or give any notice in
respect thereof) any voluntary or optional prepayment or redemption or
acquisition for value of (including, without limitation, by way of depositing
with the trustee with respect thereto money or securities before due for the
purpose of paying when due) or exchange of, or refinance or refund, any
Indebtedness of the Company or its Subsidiaries which has an outstanding
principal balance (or Capitalized Lease Obligation, in the case of a Capital
Lease) greater than $3,000,000 (other than the Obligations and

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<PAGE>

intercompany loans and advances among the Company and its Subsidiaries);
provided that (i) the Company or any Subsidiary may prepay any such Indebtedness
which is Existing Indebtedness in connection with a refinancing thereof effected
in accordance with section 9.4(c), and (ii) any Foreign Subsidiary may prepay
any such Indebtedness owed by it to banks or other financial institutions in
connection with a refinancing thereof effected with other banks or financial
institutions in accordance with section 9.4(d).

     9.15  Transactions with Affiliates. The Company will not, and will not
permit any Subsidiary to, enter into any transaction or series of transactions
with any Affiliate (other than, in the case of the Company, any Subsidiary, and
in the case of a Subsidiary, the Company or another Subsidiary) other than in
the ordinary course of business of and pursuant to the reasonable requirements
of the Company's or such Subsidiary's business and upon fair and reasonable
terms no less favorable to the Company or such Subsidiary than would obtain in a
comparable arm's-length transaction with a person other than an Affiliate,
except (i) sales of goods to an Affiliate for use or distribution outside the
United States which in the good faith judgment of the Company complies with any
applicable legal requirements of the Code, or (ii) agreements and transactions
with and payments to officers, directors and shareholders which are either (A)
entered into in the ordinary course of business and not prohibited by any of the
provisions of this Agreement, or (B) entered into outside the ordinary course of
business, approved by the directors or shareholders of the Company, and not
prohibited by any of the provisions of this Agreement.

     9.16  Modification of Public Note Documents. Following the Closing Date,
except in connection with a Permitted Public Notes Refinancing, the Company will
not enter into or permit any amendment to, or modification or change of, any
Public Note Document as in effect on the Closing Date, unless, prior to the
effectiveness thereof, such amendment, modification or change has been approved
in writing by the Administrative Agent, acting on instructions from the Required
Lenders, provided that no such approval shall be required for an amendment,
modification or change that does not adversely affect the Lenders.

     9.17  Plan Terminations, Minimum Funding, etc. The Company will not, and
will not permit any ERISA Affiliate to, (i) terminate any Plan or Plans so as to
result in liability of the Company or any ERISA Affiliate to the PBGC in excess
of, in the aggregate, the amount which is equal to the greater of (x)
$3,000,000, or (y) 5% of the Company's Consolidated Net Worth as of the date of
the then most recent financial statements furnished to the Lenders pursuant to
the provisions of this Agreement, (ii) permit to exist one or more events or
conditions which reasonably present a material risk of the termination by the
PBGC of any Plan or Plans with respect to which the Company or any ERISA
Affiliate would, in the event of such termination, incur liability to the PBGC
in excess of such amount in the aggregate, or (iii) fail to comply with the
minimum funding standards of ERISA and the Code with respect to any Plan.

     SECTION 10.  EVENTS OF DEFAULT.

     10.1  Events of Default. Any of the following specified events shall
constitute an Event of Default (each an "Event of Default"):

           (a)  Payments: a Borrower shall (i) default in the payment when due
of any principal of the Loans or any reimbursement obligation in respect of any
Unpaid Drawing; or (ii) default, and such default shall continue for five or
more days, in the payment when due of any interest on the Loans or any Fees or
any other amounts owing hereunder or under any other Credit Document; or

           (b)  Representations, etc.: any representation, warranty or statement
made by the Company or any other Credit Party herein or in any other Credit
Document or in any statement or certificate delivered or required to be
delivered pursuant hereto or thereto shall prove to be untrue in any material
respect on the date as of which made or deemed made; or

           (c)  Certain Negative Covenants: the Company shall default in the due
performance or observance by it of any term, covenant or agreement contained in
sections 8.1(e) or 9.2 through 9.12, inclusive, of this Agreement; or

           (d)  Other Covenants: the Company shall default in the due
performance or observance by it of any term, covenant or agreement contained in
this Agreement or any other Credit Document, other than those referred to in
section 10.1(a) or (b) or (c) above, and such default is not remedied within 30
days after the earlier of

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<PAGE>

(i) an officer of the Company obtaining actual knowledge of such default and
(ii) the Company receiving written notice of such default from the
Administrative Agent or the Required Lenders (any such notice to be identified
as a "notice of default " and to refer specifically to this paragraph); or

          (e)  Cross Default Under Other Agreements: the Company or any of its
Subsidiaries shall (i) default in any payment with respect to (x) any
Indebtedness (other than the Obligations) owed to any Lender, (y) the Public
Notes or (z) any Indebtedness having an unpaid principal amount or Capitalized
Lease Obligation of $10,000,000 or greater, and such default shall continue
after the applicable grace period, if any, specified in the agreement or
instrument relating to such Indebtedness, or (ii) default in the observance or
performance of any agreement or condition relating to any such Indebtedness or
contained in any instrument or agreement evidencing, securing or relating
thereto (and all grace periods applicable to such observance, performance or
condition shall have expired), or any other event shall occur or condition
exist, the effect of which default or other event or condition is to cause, or
to permit the holder or holders of such Indebtedness (or a trustee or agent on
behalf of such holder or holders) to cause any such Indebtedness to become due
prior to its stated maturity; or any such Indebtedness of the Company or any of
its Subsidiaries shall be declared to be due and payable, or shall be required
to be prepaid (other than by a regularly scheduled required prepayment or
redemption, prior to the stated maturity thereof); or (iii) without limitation
of the foregoing clauses, the Company or any of its Subsidiaries shall default
in any payment obligation under a Designated Hedge Agreement, and such default
shall continue after the applicable grace period, if any, specified in such
Designated Hedge Agreement or any other agreement or instrument relating
thereto; or

          (f)  Other Credit Documents: any Subsidiary Guaranty or any Security
Document (once executed and delivered) shall cease for any reason (other than
termination in accordance with its terms) to be in full force and effect; or any
Credit Party shall default in any payment obligation thereunder; or any Credit
Party shall default in any material respect in the due performance and
observance of any other obligation thereunder and such default shall continue
unremedied for a period of at least 30 days after notice by the Administrative
Agent or the Required Lenders; or any Credit Party shall (or seek to) disaffirm
or otherwise limit its obligations thereunder otherwise than in strict
compliance with the terms thereof; or

          (g)  Judgments: (i) one or more judgments, orders or decrees shall be
entered against the Company and/or any of its Subsidiaries involving a liability
(other than a liability covered by insurance, as to which the carrier has
adequate claims paying ability and has not effectively reserved its rights) of
$5,000,000 or more in the aggregate for all such judgments, orders and decrees
for the Company and its Subsidiaries, and any such judgments or orders or
decrees shall not have been vacated, discharged or stayed or bonded pending
appeal within 30 days (or such longer period, not in excess of 60 days, during
which enforcement thereof, and the filing of any judgment lien, is effectively
stayed or prohibited) from the entry thereof; or (ii) one or more judgments,
orders or decrees shall be entered against the Company and/or any of its
Subsidiaries involving a required divestiture of any material properties, assets
or business reasonably estimated to have a fair value in excess of $10,000,000,
and any such judgments, orders or decrees shall not have been vacated,
discharged or stayed or bonded pending appeal within 30 days (or such longer
period, not in excess of 60 days, during which enforcement thereof, and the
filing of any judgment lien, is effectively stayed or prohibited) from the entry
thereof; or

          (h)  Bankruptcy, etc.: any of the following shall occur:

               (i)   the Company, any of its Material Subsidiaries or any other
Credit Party (the Company and each of such other persons, each a "Principal
Party") shall commence a voluntary case concerning itself under Title 11 of the
United States Code entitled "Bankruptcy," as now or hereafter in effect, or any
successor thereto (the "Bankruptcy Code"); or

               (ii)  an involuntary case is commenced against any Principal
Party under the Bankruptcy Code and the petition is not controverted within 10
days, or is not dismissed within 60 days, after commencement of the case; or

               (iii) a custodian (as defined in the Bankruptcy Code) is
appointed for, or takes charge of, all or substantially all of the property of
any Principal Party; or

                                       77

<PAGE>

               (iv)   any Principal Party commences (including by way of
applying for or consenting to the appointment of, or the taking of possession
by, a rehabilitator, receiver, custodian, trustee, conservator or liquidator
(collectively, a "conservator") of itself or all or any substantial portion of
its property) any other proceeding under any reorganization, arrangement,
adjustment of debt, relief of debtors, dissolution, insolvency, liquidation,
rehabilitation, conservatorship or similar law of any jurisdiction whether now
or hereafter in effect relating to such Principal Party; or

               (v)    any such proceeding is commenced against any Principal
Party to the extent such proceeding is consented by such person or remains
undismissed for a period of 60 days; or

               (vi)   any Principal Party is adjudicated insolvent or bankrupt;
or

               (vii)  any order of relief or other order approving any such case
or proceeding is entered; or

               (viii) any Principal Party suffers any appointment of any
conservator or the like for it or any substantial part of its property which
continues undischarged or unstayed for a period of 60 days; or

               (ix)   any Principal Party makes a general assignment for the
benefit of creditors; or

               (x)    any corporate (or similar organizational) action is taken
by any Principal Party for the purpose of effecting any of the foregoing; or

          (i)  Public Note Documents. If (a) any Event of Default (as defined in
the Indenture) shall occur under the Indenture; or (b) the Obligations, or any
part thereof, shall cease to be "Permitted Indebtedness" (as defined in the
Indenture); or

          (j)  ERISA: (i) any of the events described in clauses (i) through
(viii) of section 8.1(f) shall have occurred; or (ii) there shall result from
any such event or events the imposition of a lien, the granting of a security
interest, or a liability or a material risk of incurring a liability; and (iii)
any such event or events or any such lien, security interest or liability,
individually, and/or in the aggregate, in the opinion of the Required Lenders,
has had, or could reasonably be expected to have, a Material Adverse Effect.

     10.2 Acceleration, etc. Upon the occurrence of any Event of Default, and at
any time thereafter, if any Event of Default shall then be continuing, the
Administrative Agent shall, upon the written request of the Required Lenders, by
written notice to the Company, take any or all of the following actions, without
prejudice to the rights of the Administrative Agent, the Collateral Agent or any
Lender to enforce its claims against the Borrowers or any other Credit Party in
any manner permitted under applicable law:

          (a)  declare the Total Commitment terminated, whereupon the Commitment
of each Lender shall forthwith terminate immediately without any other notice of
any kind;

          (b)  declare the principal of and any accrued interest in respect of
all Loans, all Unpaid Drawings and all other Obligations owing hereunder and
thereunder to be, whereupon the same shall become, forthwith due and payable
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Borrowers;

          (c)  terminate any Letter of Credit which may be terminated in
accordance with its terms;

          (d)  direct the applicable Borrower to pay (and such Borrower hereby
agrees that on receipt of such notice or upon the occurrence of an Event of
Default under section 10.1(h), it will pay) to the Administrative Agent an
amount of cash equal to the aggregate Stated Amount of all Letters of Credit
then outstanding (such amount to be held as security for such Borrower's (and
any Subsidiary which is an account party) reimbursement obligations in respect
thereof); and/or

          (e)  exercise any other right or remedy available under any of the
Credit Documents or applicable law;

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provided that, if an Event of Default specified in section 10.1(h) shall occur,
the result which would occur upon the giving of written notice by the
Administrative Agent as specified in clauses (a) and/or (b) above shall occur
automatically without the giving of any such notice.

     10.3  Application of Liquidation Proceeds. All monies received by the
Administrative Agent, the Collateral Agent or any Lender from the exercise of
remedies hereunder or under the other Credit Documents or under any other
documents relating to this Agreement shall, unless otherwise required by the
terms of the other Credit Documents or by applicable law, be applied as follows:

               (i)   first, to the payment of all expenses (to the extent not
otherwise paid by the Borrowers or any of the other Credit Parties) incurred by
the Administrative Agent and the Lenders in connection with the exercise of such
remedies, including, without limitation, all reasonable costs and expenses of
collection, reasonable documented attorneys' fees, court costs and any
foreclosure expenses;

               (ii)  second, to the payment pro rata of interest then accrued on
the outstanding Loans;

               (iii) third, to the payment pro rata of any fees then accrued and
payable to the Administrative Agent, any Letter of Credit Issuer or any Lender
under this Agreement in respect of the Loans or the Letter of Credit
Outstandings;

               (iv)  fourth, to the payment pro rata of (A) the principal
balance then owing on the outstanding Loans, (B) the amounts then due under
Designated Hedge Agreements to creditors of the Company or any Subsidiary,
subject to confirmation by the Administrative Agent of any calculations of
termination or other payment amounts being made in accordance with normal
industry practice, and (C) the Stated Amount of the Letter of Credit
Outstandings (to be held and applied by the Administrative Agent as security for
the reimbursement obligations in respect thereof);

               (v)   fifth, to the payment to the Lenders of any amounts then
accrued and unpaid under sections 2.9, 2.10, 3.5 and 5.4 hereof, and if such
proceeds are insufficient to pay such amounts in full, to the payment of such
amounts pro rata;

               (vi)  sixth, to the payment pro rata of all other amounts owed by
the Borrowers to the Administrative Agent, to any Letter of Credit Issuer or any
Lender under this Agreement or any other Credit Document, and to any
counterparties under Designated Hedge Agreements of the Company and its
Subsidiaries, and if such proceeds are insufficient to pay such amounts in full,
to the payment of such amounts pro rata; and

               (vii) finally, any remaining surplus after all of the Obligations
have been paid in full, to the Borrowers or to whomsoever shall be lawfully
entitled thereto.

     SECTION 11.  THE AGENTS.

     11.1  Appointments. (a) Each Lender hereby irrevocably designates and
appoints NCB as Administrative Agent (such term to include, for the purposes of
this section 11, NCB acting as Collateral Agent) to act as specified herein and
in the other Credit Documents, and each such Lender hereby irrevocably
authorizes NCB as the Administrative Agent for such Lender, to take such action
on its behalf under the provisions of this Agreement and the other Credit
Documents and to exercise such powers and perform such duties as are expressly
delegated to the Administrative Agent by the terms of this Agreement and the
other Credit Documents, together with such other powers as are reasonably
incidental thereto.

           (b)  Each Agent agrees to act as such upon the express conditions
contained in this section 11. Notwithstanding any provision to the contrary
elsewhere in this Agreement, no Agent shall have any duties or responsibilities,
except those expressly set forth herein or in the other Credit Documents, nor
any fiduciary relationship with any Lender or any other Agent, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or otherwise exist against any Agent. The provisions
of this section 11 are solely for the benefit of the Agents and the Lenders, and
the Company and its Subsidiaries shall not have any rights as a third party
beneficiary of any of the provisions hereof. In performing its functions and

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duties under this Agreement, an Agent shall act solely as agent of the Lenders
and does not assume and shall not be deemed to have assumed any obligation or
relationship of agency or trust with or for the Company or any of its
Subsidiaries.

     11.2  Delegation of Duties. An Agent may execute any of its duties under
this Agreement or any other Credit Document by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. An Agent shall not be responsible for the
negligence or misconduct of (i) any other Agent, or (ii) any agents or
attorneys-in-fact selected by it with reasonable care except to the extent
otherwise required by section 11.3.

     11.3  Exculpatory Provisions. Neither an Agent nor any of its respective
officers, directors, employees, agents, attorneys-in-fact or affiliates shall be
(i) liable for any action lawfully taken or omitted to be taken by it or such
person under or in connection with this Agreement (except for its or such
person's own gross negligence or willful misconduct) or (ii) responsible in any
manner to any of the Lenders or other Agents for any recitals, statements,
representations or warranties made by the Company or of its Subsidiaries or any
of their respective officers contained in this Agreement, any other Credit
Document or in any certificate, report, statement or other document referred to
or provided for in, or received by such Agent under or in connection with, this
Agreement or any other Credit Document or for any failure of the Company or any
Subsidiary of the Company or any of their respective officers to perform its
obligations hereunder or thereunder. No Agent shall be under any obligation to
any Lender or any other Agent to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement, or to inspect the properties, books or records of the Company or any
of its Subsidiaries. An Agent shall not be responsible to any Lender or any
other Agent for the effectiveness, genuineness, validity, enforceability,
collectibility or sufficiency of this Agreement or any Credit Document or for
any representations, warranties, recitals or statements made herein or therein
or made in any written or oral statement or in any financial or other
statements, instruments, reports, certificates or any other documents in
connection herewith or therewith furnished or made by such Agent to the Lenders
or any other Agent or by or on behalf of the Company or any of its Subsidiaries
to any Agent or any Lender or be required to ascertain or inquire as to the
performance or observance of any of the terms, conditions, provisions, covenants
or agreements contained herein or therein or as to the use of the proceeds of
the Loans or of the existence or possible existence of any Default or Event of
Default.

     11.4  Reliance by Agents. Each Agent shall be entitled to rely, and shall
be fully protected in relying, upon any note, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, facsimile
transmission, telex or teletype message, statement, order or other document or
conversation believed by it, in good faith, to be genuine and correct and to
have been signed, sent or made by the proper person or persons and upon advice
and statements of legal counsel (including, without limitation, counsel to the
Company or any of its Subsidiaries), independent accountants and other experts
selected by such Agent. Each Agent shall be fully justified in failing or
refusing to take any action under this Agreement or any other Credit Document
unless it shall first receive such advice or concurrence of the Required Lenders
as it deems appropriate or it shall first be indemnified to its satisfaction by
the Lenders against any and all liability and expense which may be incurred by
it by reason of taking or continuing to take any such action. Each Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement and the other Credit Documents in accordance with a request of
the Required Lenders (or all of the Lenders, as to any matter which, pursuant to
section 13.12, can only be effectuated with the consent of all Lenders), and
such request and any action taken or failure to act pursuant thereto shall be
binding upon all the Lenders.

     11.5  Notice of Default. No Agent shall be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder, other
than, in the case of the Administrative Agent only, a Default in the payment of
principal of or interest on the Loans under section 10.1(a), unless such Agent
has received notice from a Lender, another Agent or the Company referring to
this Agreement, describing such Default or Event of Default and stating that
such notice is a "notice of default". In the event that an Agent receives such a
notice, such Agent shall give prompt notice thereof to the Lenders and the other
Agents. The Administrative Agent shall take such action with respect to such
Default or Event of Default as shall be reasonably directed by the Required
Lenders, provided that unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable in the best
interests of the Lenders.

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     11.6  Non-Reliance. Each Lender expressly acknowledges that neither any
Agent, nor any of its officers, directors, employees, agents, attorneys-in-fact
or Affiliates, have made any representations or warranties to it and that no act
by any Agent hereinafter taken, including any review of the affairs of the
Company or any of its Subsidiaries, shall be deemed to constitute any
representation or warranty by such Agent to any Lender or any other Agent. Each
Lender represents to the Agents that it has, independently and without reliance
upon any Agent or any other Lender, and based on such documents and information
as it has deemed appropriate, made its own appraisal of and investigation into
the business, assets, operations, property, financial and other conditions,
prospects and creditworthiness of the Company and its Subsidiaries and made its
own decision to make its Loans and participate in Letters of Credit hereunder,
and enter into this Agreement. Each Lender also represents that it will,
independently and without reliance upon any Agent or any other Lender, and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement, and to make such investigation as it
deems necessary to inform itself as to the business, assets, operations,
property, financial and other conditions, prospects and creditworthiness of the
Company and its Subsidiaries. No Agent shall have any duty or responsibility to
provide any Lender or any other Agent with any credit or other information
concerning the business, operations, assets, property, financial and other
conditions, prospects or creditworthiness of the Company or any of its
Subsidiaries which may come into the possession of such Agent or any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates.

     11.7  Indemnification. The Lenders agree to indemnify (to the extent not
reimbursed by the Company and its Subsidiaries) each Agent in its capacity as
such ratably according to their respective Loans and Unutilized Commitments,
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, reasonable expenses or
disbursements of any kind whatsoever which may at any time (including, without
limitation, at any time following the payment of the Obligations) be imposed on,
incurred by or asserted against an Agent in its capacity as such in any way
relating to or arising out of this Agreement or any other Credit Document, or
any documents contemplated by or referred to herein or the transactions
contemplated hereby or any action taken or omitted to be taken by an Agent under
or in connection with any of the foregoing, but only to the extent that any of
the foregoing is not paid by the Company, provided that no Lender shall be
liable to an Agent for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements to the extent resulting solely from such Agent's gross
negligence or willful misconduct. If any indemnity furnished to an Agent for any
purpose shall, in the opinion of such Agent, be insufficient or become impaired,
such Agent may call for additional indemnity and cease, or not commence, to do
the acts indemnified against until such additional indemnity is furnished. The
agreements in this section 11.7 shall survive the payment of all Obligations.

     11.8  The Agents in Their Individual Capacity. An Agent and its Affiliates
may make loans to, accept deposits from and generally engage in any kind of
business with the Company, its Subsidiaries and their Affiliates as though not
acting as an Agent hereunder. With respect to the Loans made by it and all
Obligations owing to it, an Agent shall have the same rights and powers under
this Agreement as any Lender and may exercise the same as though it were not an
Agent, and the terms "Lender" and "Lenders" shall include each Agent in its
individual capacity.

     11.9  Successor Agents. An Agent may resign as such upon 20 Business Days'
notice to the Lenders and the Company. The Required Lenders shall appoint from
among the Lenders a successor Agent for the Lenders, subject to (unless an Event
of Default has occurred and is continuing) prior approval by the Company of such
successor (such approval not to be unreasonably withheld or delayed), whereupon
such successor agent shall succeed to the rights, powers and duties of the
resigning Agent, and the term "Administrative Agent" or "Collateral Agent", as
applicable, shall include such successor agent effective upon its appointment,
and the resigning Agent's rights, powers and duties as such Agent shall be
terminated, without any other or further act or deed on the part of such former
Agent or any of the parties to this Agreement. After a retiring Agent's
resignation hereunder as an Agent, the provisions of this section 11 shall inure
to its benefit as to any actions taken or omitted to be taken by it while it was
an Agent under this Agreement.

     11.10 Other Agents. Any Lender or other party hereto identified herein as
an Arranger, Lead Arranger, Co-Agent, Managing Agent, Manager, Joint Lead
Arranger or Documentation Agent or any other corresponding title, other than
"Administrative Agent" or "Collateral Agent", shall have no right, power,
obligation, liability, responsibility or duty under this Agreement or any other
Credit Document except in the case of any such person which is also a Lender,
those applicable to all Lenders as such. Each Lender acknowledges that it has
not relied, and

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will not rely, on any Lender or other person so identified in deciding to enter
into this Agreement or in taking or not taking any action hereunder.

     SECTION 12.  GUARANTY BY THE COMPANY.

     12.1  Guaranty of Other Credit Party Obligations. The Company hereby
unconditionally guarantees, for the benefit of the Administrative Agent and the
Lenders, the full and punctual payment by each other Credit Party of the
principal of and interest on its Loans and all other Obligations, now or
hereafter incurred, existing or arising pursuant to this Agreement or any of the
other Credit Documents, including any such interest or other amounts incurred or
arising during the pendency of any bankruptcy, insolvency, reorganization,
receivership or similar proceeding, regardless of whether allowed or allowable
in such proceeding or subject to an automatic stay under section 362(a) of the
Bankruptcy Code (collectively, the "Guaranteed Affiliate Obligations"). Upon
failure by any other Credit Party to pay punctually any Guaranteed Affiliate
Obligation, the Company shall forthwith on demand by the Administrative Agent
pay the amount not so paid at the place and in the currency and otherwise in the
manner specified in this Agreement or any other applicable agreement or
instrument.

     12.2  Additional Undertaking. As a separate, additional and continuing
obligation, the Company unconditionally and irrevocably undertakes and agrees,
for the benefit of the Administrative Agent and the Lenders that, should any
amounts not be recoverable from the Company under section 12.1 for any reason
whatsoever (including, without limitation, by reason of any provision of any
Credit Document or any other agreement or instrument executed in connection
therewith being or becoming void, unenforceable, or otherwise invalid under any
applicable law) then, notwithstanding any notice or knowledge thereof by any
Lender, the Administrative Agent, any of their respective Affiliates, or any
other person, at any time, the Company as sole, original and independent
obligor, upon demand by the Administrative Agent, will make payment to the
Administrative Agent, for the account of the Lenders and the Administrative
Agent, of all such obligations not so recoverable by way of full indemnity, in
such currency and otherwise in such manner as is provided in the Credit
Documents or any other applicable agreement or instrument.

     12.3  Guaranty Unconditional, etc. The obligations of the Company under
this section 12 shall be unconditional and absolute and, without limiting the
generality of the foregoing shall not be released, discharged or otherwise
affected by the occurrence, one or more times, of any of the following:

               (i)   any extension, renewal, settlement, compromise, waiver or
release in respect to any Guaranteed Affiliate Obligation of any other Credit
Party under any agreement or instrument, by operation of law or otherwise;

               (ii)  any modification or amendment of or supplement to this
Agreement, any Note, any other Credit Document, or any agreement or instrument
evidencing or relating to any Guaranteed Affiliate Obligation;

               (iii) any release, non-perfection or invalidity of any direct or
indirect security for any Guaranteed Affiliate Obligation of any other Credit
Party under any agreement or instrument evidencing or relating to any Guaranteed
Affiliate Obligation;

               (iv)  any change in the corporate existence, structure or
ownership of any other Credit Party or any insolvency, bankruptcy,
reorganization or other similar proceeding affecting any other Credit Party or
its assets or any resulting release or discharge of any obligation of any other
Credit Party contained in any agreement or instrument evidencing or relating to
any Guaranteed Affiliate Obligation;

               (v)   the existence of any claim, set-off or other rights which
the Company may have at any time against any other Credit Party, any Agent, any
Lender, any of their Affiliates, or any other person, whether in connection
herewith or any unrelated transactions;

               (vi)  any invalidity or unenforceability relating to or against
any other Credit Party for any reason of any agreement or instrument evidencing
or relating to any Guaranteed Affiliate Obligation, or any provision of
applicable law or regulation purporting to prohibit the payment by any other
Credit Party of any Guaranteed Affiliate Obligations; or

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                (vii) any other act or omission to act or delay of any kind by
any other Credit Party, any Agent, any Lender or any other person or any other
circumstance whatsoever which might, but for the provisions of this section 12,
constitute a legal or equitable discharge of the Company's obligations under
this section 12.

     12.4  Company Obligations to Remain in Effect; Restoration. The Company's
obligations under this section 12 shall remain in full force and effect until
the Commitments shall have terminated, and the principal of and interest on the
Notes and other Guaranteed Affiliate Obligations, and all other amounts payable
by the Company or any other Credit Party under the Credit Documents or any other
agreement or instrument evidencing or relating to any of the Guaranteed
Affiliate Obligations, shall have been paid in full. If at any time any payment
of any of the Guaranteed Affiliate Obligations of any other Credit Party in
respect of any Guaranteed Affiliate Obligations is rescinded or must be
otherwise restored or returned upon the insolvency, bankruptcy or reorganization
of such other Credit Party, the Company's obligations under this section with
respect to such payment shall be reinstated at such time as though such payment
had been due but not made at such time.

     12.5  Waiver of Acceptance, etc. The Company irrevocably waives acceptance
hereof, presentment, demand, protest and any notice not provided for herein, as
well as any requirement that at any time any action be taken by any person
against any other Credit Party or any other person, or against any collateral or
guaranty of any other person.

     12.6  Subrogation. Until the indefeasible payment in full of all of the
Obligations and the termination of the Commitments of the Lenders hereunder, the
Company shall have no rights, by operation of law or otherwise, upon making any
payment under this section to be subrogated to the rights of the payee against
any other Credit Party with respect to such payment or otherwise to be
reimbursed, indemnified or exonerated by any other Credit Party in respect
thereof.

     12.7  Effect of Stay. In the event that acceleration of the time for
payment of any amount payable by any other Credit Party under any Guaranteed
Affiliate Obligation is stayed upon insolvency, bankruptcy or reorganization of
such other Credit Party, all such amounts otherwise subject to acceleration
under the terms of any applicable agreement or instrument evidencing or relating
to any Guaranteed Affiliate Obligation shall nonetheless be payable by the
Company under this section forthwith on demand by the Administrative Agent.

     SECTION 13.  MISCELLANEOUS.

     13.1  Payment of Expenses etc. (a) Whether or not the transactions
contemplated hereby are consummated, the Company agrees to pay (or reimburse the
Administrative Agent and the Collateral Agent for) all reasonable out-of-pocket
costs and expenses of the Administrative Agent and the Collateral Agent in
connection with the negotiation, preparation, execution and delivery of the
Credit Documents and the documents and instruments referred to therein,
including, without limitation, the reasonable fees and disbursements of Jones,
Day, Reavis & Pogue, special counsel to the Administrative Agent.

           (b)  The Company agrees to pay (or reimburse the Administrative Agent
for) all reasonable out-of-pocket costs and expenses of the Administrative Agent
in connection with the syndication on or prior to the Syndication Date of
portions of the Loans and Commitments of the initial Lenders to Eligible
Transferees who may become additional Lenders hereunder, including, without
limitation, the reasonable fees and disbursements of internal or special counsel
for any of such persons.

           (c)  The Company agrees to pay (or reimburse the Agents for) all
reasonable out-of-pocket costs and expenses of the Agents and the Lenders in
connection with any amendment, waiver or consent relating to any of the Credit
Documents which is requested by any Credit Party, including, without limitation,
the reasonable fees and disbursements of Jones, Day, Reavis & Pogue, special
counsel to the Administrative Agent.

           (d)  The Company agrees to pay (or reimburse the Agents and the
Lenders for) all reasonable out-of-pocket costs and expenses of the Agents and
the Lenders in connection with the enforcement of any of the Credit Documents or
the other documents and instruments referred to therein, including, without
limitation, (i) the reasonable fees and disbursements of Jones, Day, Reavis &
Pogue, special counsel to the Administrative Agent, and

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(ii) the reasonable fees and disbursements of any individual counsel to any
Lender (including allocated costs of internal counsel).

           (e) Without limitation of the preceding section 13.1(d), in the event
of the bankruptcy, insolvency, rehabilitation or other similar proceeding in
respect of the Company or any of its Subsidiaries, the Company agrees to pay all
costs of collection and defense, including reasonable attorneys' fees in
connection therewith and in connection with any appellate proceeding or
post-judgment action involved therein, which shall be due and payable together
with all required service or use taxes.

           (f) The Company agrees to pay and hold each Agent and each of the
Lenders harmless from and against any and all present and future stamp and other
similar taxes with respect to the foregoing matters and save each Agent and each
of the Lenders harmless from and against any and all liabilities with respect to
or resulting from any delay or omission (other than to the extent attributable
to any such indemnified person) to pay such taxes.

           (g) The Company agrees to indemnify each Agent and each Lender, and
each of their respective Affiliates, officers, directors, employees,
representatives and agents (collectively, the "Indemnitees") from and hold each
of them harmless against any and all losses, liabilities, claims, damages or
expenses reasonably incurred by any of them as a result of, or arising out of,
or in any way related to, or by reason of

               (i)  any investigation, litigation or other proceeding (whether
or not any Lender is a party thereto) related to the entering into and/or
performance of any Credit Document or the use of the proceeds of any Loans
hereunder or the consummation of any transactions contemplated in any Credit
Document, other than any such investigation, litigation or proceeding arising
out of transactions solely between any of the Lenders or the Administrative
Agent, transactions solely involving the assignment by a Lender of all or a
portion of its Loans and Commitments, or the granting of participations therein,
as provided in this Agreement, or arising solely out of any examination of a
Lender by any regulatory or other governmental authority having jurisdiction
over it, or

               (ii) the actual or alleged presence of Hazardous Materials in the
air, surface water or groundwater or on the surface or subsurface of any Real
Property owned, leased or at any time operated by the Company or any of its
Subsidiaries, the release, generation, storage, transportation, handling or
disposal of Hazardous Materials at any location, whether or not owned or
operated by the Company or any of its Subsidiaries, if the Company or any such
Subsidiary could have or is alleged to have any responsibility in respect
thereof, the non-compliance of any such Real Property with foreign, federal,
state and local laws, regulations and ordinances (including applicable permits
thereunder) applicable thereto, or any Environmental Claim asserted against the
Company or any of its Subsidiaries, in respect of any such Real Property,

including, in each case, without limitation, the reasonable documented fees and
disbursements of counsel incurred in connection with any such investigation,
litigation or other proceeding (but excluding any such losses, liabilities,
claims, damages or expenses to the extent incurred by reason of the gross
negligence or willful misconduct of the person to be indemnified or of any other
Indemnitee who is such person or an Affiliate of such person). To the extent
that the undertaking to indemnify, pay or hold harmless any person set forth in
the preceding sentence may be unenforceable because it is violative of any law
or public policy, the Company shall make the maximum contribution to the payment
and satisfaction of each of the indemnified liabilities which is permissible
under applicable law.

     13.2  Right of Setoff. In addition to any rights now or hereafter granted
under applicable law or otherwise, and not by way of limitation of any such
rights, upon the occurrence and during the continuance of an Event of Default,
each Lender is hereby authorized at any time or from time to time, without
presentment, demand, protest or other notice of any kind to the Borrowers or to
any other person, any such notice being hereby expressly waived, to set off and
to appropriate and apply any and all deposits (general or special) and any other
Indebtedness at any time held or owing by such Lender (including, without
limitation, by branches and agencies of such Lender wherever located) to or for
the credit or the account of the Borrowers against and on account of the
Obligations and liabilities of the Borrowers to such Lender under this Agreement
or under any of the other Credit Documents, including, without limitation, all
interests in Obligations the Borrowers purchased by such Lender pursuant to
section 13.4(c), and all other claims of any nature or description arising out
of or connected with this Agreement or any other Credit Document, irrespective
of whether or not such Lender shall have made any demand hereunder and although
said Obligations, liabilities or claims, or any of them, shall be contingent or
unmatured.

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     13.3  Notices. Except as otherwise expressly provided herein, all notices
and other communications provided for hereunder shall be in writing (including
telegraphic, telex, facsimile transmission or cable communication) and mailed,
telegraphed, telexed, transmitted, cabled or delivered, if to the Borrowers, at
9400 East Market Street, Warren, Ohio 44484, attention: Vice President & Chief
Financial Officer (facsimile: (330) 856-3618); if to any Lender at its address
specified for such Lender on its Administrative Questionnaire or the Assignment
Agreement pursuant to which it became a Lender hereunder; if to the
Administrative Agent, at its Notice Office; or at such other address as shall be
designated by any party in a written notice to the other parties hereto. All
such notices and communications shall be mailed, telegraphed, telexed,
telecopied, or cabled or sent by overnight courier, and shall be effective when
received.

     13.4  Benefit of Agreement. (a) Successors and Assigns Generally. This
Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective successors and assigns, provided that
no Borrower may assign or transfer any of its rights or obligations hereunder
without the prior written consent of all the Lenders, and, provided, further,
that any assignment by a Lender of its rights and obligations hereunder shall be
effected in accordance with section 13.4(c).

           (b) Participations. Notwithstanding the foregoing, each Lender may at
any time grant participations in any of its rights hereunder or under any of the
Notes to (x) another Lender that is not a Defaulting Lender or to an Affiliate
of such Lender which is a commercial bank, financial institution or other
"accredited investor" (as defined in SEC Regulation D), and (y) to any other
commercial bank, financial institution or other "accredited investor" (as
defined in SEC Regulation D), provided that in the case of any such
participation,

               (i)   the participant shall not have any rights under this
Agreement or any of the other Credit Documents, including rights of consent,
approval or waiver (the participant's rights against such Lender in respect of
such participation to be those set forth in the agreement executed by such
Lender in favor of the participant relating thereto),

               (ii)  such Lender's obligations under this Agreement (including,
without limitation, its Commitment hereunder) shall remain unchanged,

               (iii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations,

               (iv)  such Lender shall remain the holder of any Note for all
purposes of this Agreement, and

               (v)   the Borrowers, the Administrative Agent, and the other
Lenders shall continue to deal solely and directly with the selling Lender in
connection with such Lender's rights and obligations under this Agreement, and
all amounts payable by the Borrowers hereunder shall be determined as if such
Lender had not sold such participation, except that the participant shall be
entitled to the benefits of sections 2.9 and 2.10 of this Agreement to the
extent that such Lender would be entitled to such benefits if the participation
had not been entered into or sold,

and, provided further, that no Lender shall transfer, grant or sell any
participation under which the participant shall have rights to approve any
amendment to or waiver of this Agreement or any other Credit Document except to
the extent such amendment or waiver would (w) extend the final scheduled
maturity or change the Scheduled Repayments of the Loans in which such
participant is participating, or reduce the rate or extend the time of payment
of interest or Fees thereon (except in connection with a waiver of the
applicability of any post-default increase in interest rates), or reduce the
principal amount thereof, or increase such participant's participating interest
in any Commitment over the amount thereof then in effect (it being understood
that a waiver of any Default or Event of Default shall not constitute a change
in the terms of any such Commitment), (x) release all or any substantial portion
of the Collateral, or release any guarantor from its guaranty of any of the
Obligations, except strictly in accordance with the terms of the Credit
Documents, or (y) consent to the assignment or transfer by any Borrower of any
of its rights and obligations under this Agreement.

           (c) Assignments by Lenders. Notwithstanding the foregoing, (x) any
Lender may assign all or a fixed portion of its Loans and/or Commitment, and its
rights and obligations hereunder, which does not have to

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be pro rata among the Facilities, to another Lender that is not a Defaulting
Lender, or to an Affiliate of any Lender (including itself or an Approved Fund)
and which is not a Defaulting Lender and which is a commercial bank, financial
institution or other "accredited investor" (as defined in SEC Regulation D), and
(y) any Lender may assign all, or if less than all, a fixed portion, equal to at
least $1,000,000 in the aggregate for the assigning Lender or assigning Lenders,
of its Loans and/or Commitment and its rights and obligations hereunder, which
does not have to be pro rata among the Facilities, to one or more Eligible
Transferees, each of which assignees shall become a party to this Agreement as a
Lender by execution of an Assignment Agreement, provided that

               (i)   in the case of any assignment of a portion of any Loans
and/or Commitment of a Lender, such Lender shall retain a minimum fixed portion
of all Loans and Commitments equal to at least $1,000,000,

               (ii)  at the time of any such assignment the Lender Register
shall be deemed modified to reflect the Commitments of such new Lender and of
the existing Lenders,

               (iii) upon surrender of the old Notes (if any, in the case of
Term Notes), new Notes will be issued (in the case of Term Notes, at the request
of the new Lender), at the Company's expense, to such new Lender and to the
assigning Lender, such new Notes to be in conformity with the requirements of
section 2.5 (with appropriate modifications) to the extent needed to reflect the
revised Commitments,

               (iv)  in the case of clause (y) only, the consent of the
Administrative Agent shall be required in connection with any such assignment
(which consent shall not be unreasonably withheld or delayed),

               (v)   in the case of any assignment of all or any portion of a
Revolving Commitment to any person, other than another Lender that is not a
Defaulting Lender, the consent of each Letter of Credit Issuer shall be required
in connection with any such assignment (which consent shall not be unreasonably
withheld or delayed), and

               (vi)  the Administrative Agent shall receive at the time of each
such assignment, from the assigning or assignee Lender, the payment of a
non-refundable assignment fee of $3,500,

and, provided further, that such transfer or assignment will not be effective
until the Assignment Agreement in respect thereof is recorded by the
Administrative Agent on the Lender Register maintained by it as provided herein.

     To the extent of any assignment pursuant to this section 13.4(c) the
assigning Lender shall be relieved of its obligations hereunder with respect to
its assigned Commitments.

     At the time of each assignment pursuant to this section 13.4(c) to a person
which is not already a Lender hereunder and which is not a United States person
(as such term is defined in section 7701(a)(30) of the Code) for Federal income
tax purposes, the respective assignee Lender shall provide to the Company and
the Administrative Agent the appropriate Internal Revenue Service Forms (and, if
applicable a Section 5.4(b)(ii) Certificate) described in section 5.4(b). To the
extent that an assignment of all or any portion of a Lender's Commitment and
related outstanding Obligations pursuant to this section 13.4(c) would, at the
time of such assignment, result in increased costs under section 2.9 from those
being charged by the respective assigning Lender prior to such assignment, then
the Borrowers shall not be obligated to pay such increased costs (although the
Borrowers shall be obligated to pay any other increased costs of the type
described above resulting from changes after the date of the respective
assignment).

     Any Lender may at any time pledge or assign a security interest in all or
any portion of its Notes or Loans to secure obligations of such Lender,
including without limitation any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such pledge or assignment shall release
                      --------
such Lender from any of its obligations hereunder or substitute any such pledgee
or assignee for such Lender as a party hereto.

          (d)  No SEC Registration or Blue Sky Compliance. Notwithstanding any
other provisions of this section 13.4, no transfer or assignment of the
interests or obligations of any Lender hereunder or any grant of participation
therein shall be permitted if such transfer, assignment or grant would require
the Borrowers to file a registration statement with the SEC or to qualify the
Loans under the "Blue Sky" laws of any State.

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           (e)  Representations of Lenders. Each Lender initially party to this
Agreement hereby represents, and each person that became a Lender pursuant to an
assignment permitted by this section 13.4 will, upon its becoming party to this
Agreement, represent that it is a commercial lender, other financial institution
or other "accredited" investor (as defined in SEC Regulation D) which makes or
acquires loans in the ordinary course of its business and that it will make or
acquire Loans for its own account in the ordinary course of such business,
provided that subject to the preceding sections 13.4(b) and (c), the disposition
of any promissory notes or other evidences of or interests in Indebtedness held
by such Lender shall at all times be within its exclusive control.

           (f)  Grants by Lenders to SPVs. (i) Notwithstanding anything to the
contrary contained herein, any Lender (a "Designating Lender") may grant to a
special purpose funding vehicle (an "SPV"), identified as such in writing from
time to time by the Designating Lender to the Administrative Agent, the Company
and the other Lenders, the option to provide to the Borrowers all or any part of
any Loan that such Designating Lender would otherwise be obligated to make to
the Borrowers pursuant to this Agreement; provided that (i) nothing herein shall
constitute a commitment by any SPV to make any Loan, (ii) if an SPV elects not
to exercise such option or otherwise fails to provide all or any part of such
Loan, the Designating Lender shall be obligated to make such Loan pursuant to
the terms hereof, and (iii) the Designating Lender shall remain liable for any
indemnity or other payment obligation with respect to its Commitment hereunder.
The making of a Loan by an SPV hereunder shall utilize the Commitment of the
Designating Lender to the same extent, and as if, such Loan were made by such
Designating Lender.

     (ii)  As to any Loans or portion thereof made by it, each SPV shall have
all the rights that a Lender making such Loans or portion thereof would have had
under this Agreement; provided, however, that each SPV shall have granted to its
Designating Lender an irrevocable power of attorney, to deliver and receive all
communications and notices under this Agreement (and any other Credit Documents)
and to exercise on such SPV's behalf, all of such SPV's voting rights under this
Agreement. No additional Note shall be required to evidence the Loans or portion
thereof made by an SPV; and the related Designating Lender shall be deemed to
hold its Note as agent for such SPV to the extent of the Loans or portion
thereof funded by such SPV. In addition, any payments for the account of any SPV
shall be paid to its Designating Lender as agent for such SPV.

     (iii) Each party hereto hereby agrees that no SPV shall be liable for any
indemnity or payment under this Agreement for which a Lender would otherwise be
liable. In furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this Agreement) that, prior to the
date that is one year and one day after the payment in full of all outstanding
commercial paper or other senior indebtedness of any SPV, it will not institute
against, or join any other person in instituting against, such SPV any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under the laws of the United States or any State thereof.

     (iv)  In addition, notwithstanding anything to the contrary contained in
this section 13.4, any SPV may (A) with notice to, but without the prior written
consent of, the Company and the Administrative Agent and without paying any
processing fee therefor, assign all or a portion of its interests in any Loans
to the Designating Lender or to any financial institutions providing liquidity
and/or credit support to or for the account of such SPV to support the funding
or maintenance of Loans and (B) disclose on a confidential basis any non-public
information relating to its Loans to any rating agency, commercial paper dealer
or provider of any surety, guarantee or credit or liquidity enhancements to such
SPV. This section 13.4(f) may not be amended without the written consent of any
Designating Lender affected thereby.

     13.5  No Waiver: Remedies Cumulative. No failure or delay on the part of
the Administrative Agent or any Lender in exercising any right, power or
privilege hereunder or under any other Credit Document and no course of dealing
between the Borrowers and the Administrative Agent or any Lender shall operate
as a waiver thereof; nor shall any single or partial exercise of any right,
power or privilege hereunder or under any other Credit Document preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege hereunder or thereunder. The rights and remedies herein expressly
provided are cumulative and not exclusive of any rights or remedies which the
Administrative Agent or any Lender would otherwise have. No notice to or demand
on any Borrower in any case shall entitle any Borrower to any other or further
notice or demand in similar or other circumstances or constitute a waiver of the
rights of the Administrative Agent or the Lenders to any other or further action
in any circumstances without notice or demand.

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     13.6  Payments Pro Rata. (a) The Administrative Agent agrees that promptly
after its receipt of each payment from or on behalf of the Borrowers in respect
of any Obligations, it shall distribute such payment to the Lenders (other than
any Lender that has expressly waived in writing its right to receive its pro
rata share thereof) pro rata based upon their respective shares, if any, of the
Obligations with respect to which such payment was received. As to any such
payment received by the Administrative Agent prior to 1:00 P.M. (local time at
the Payment Office) in funds which are immediately available on such day, the
Administrative Agent will use all reasonable efforts to distribute such payment
in immediately available funds on the same day to the Lenders as aforesaid.

           (b) Each of the Lenders agrees that, if it should receive any amount
hereunder (whether by voluntary payment, by realization upon security, by the
exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise) which is applicable to the payment of the principal of, or interest
on, the Loans or Fees, of a sum which with respect to the related sum or sums
received by other Lenders is in a greater proportion than the total of such
Obligation then owed and due to such Lender bears to the total of such
Obligation then owed and due to all of the Lenders immediately prior to such
receipt, then such Lender receiving such excess payment shall purchase for cash
without recourse or warranty from the other Lenders an interest in the
Obligations to such Lenders in such amount as shall result in a proportional
participation by all of the Lenders in such amount, provided that if all or any
portion of such excess amount is thereafter recovered from such Lender, such
purchase shall be rescinded and the purchase price restored to the extent of
such recovery, but without interest.

           (c) Notwithstanding anything to the contrary contained herein, the
provisions of the preceding sections 13.6(a) and (b) shall be subject to the
express provisions of this Agreement which require, or permit, differing
payments to be made to Lenders which are not Defaulting Lenders, as opposed to
Defaulting Lenders.

     13.7  Calculations: Computations. (a) The financial statements to be
furnished to the Lenders pursuant hereto shall be made and prepared in
accordance with GAAP consistently applied throughout the periods involved
(except as set forth in the notes thereto or as otherwise disclosed in writing
by the Company to the Lenders); provided, that if at any time the computations
determining compliance with section 9 utilize accounting principles different
from those utilized in the financial statements furnished to the Lenders, such
computations shall set forth in reasonable detail a description of the
differences and the effect upon such computations.

           (b) All computations of interest on Eurocurrency Loans hereunder and
all computations of Commitment Fees, Letter of Credit Fees and other Fees
hereunder shall be made on the actual number of days elapsed over a year of 360
days; all computations of interest on Prime Rate Loans hereunder shall be made
on the actual number of days elapsed over a year of 365 days.

     13.8  Governing Law; Submission to Jurisdiction; Venue. (a) THIS AGREEMENT
AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED
BY THE LAW OF THE STATE OF OHIO, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH
BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT
THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF OHIO GOVERNS THIS AGREEMENT
OR ANY OF THE OTHER CREDIT DOCUMENTS. Any legal action or proceeding with
respect to this Agreement or any other Credit Document may be brought in the
Court of Common Pleas of Cuyahoga County, Ohio, or of the United States for the
Northern District of Ohio, and, by execution and delivery of this Agreement,
each Borrower hereby irrevocably accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of the aforesaid
courts. Each Borrower hereby further irrevocably consents to the service of
process out of any of the aforementioned courts in any such action or proceeding
by the mailing of copies thereof by registered or certified mail, postage
prepaid, to such Borrower at its address for notices pursuant to section 13.3,
such service to become effective 30 days after such mailing or at such earlier
time as may be provided under applicable law. Nothing herein shall affect the
right of the Administrative Agent or any Lender to serve process in any other
manner permitted by law or to commence legal proceedings or otherwise proceed
against any Borrower in any other jurisdiction.

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           (b) Each Borrower hereby irrevocably waives any objection which it
may now or hereafter have to the laying of venue of any of the aforesaid actions
or proceedings arising out of or in connection with this Agreement or any other
Credit Document brought in the courts referred to in section 13.8(a) above and
hereby further irrevocably waives and agrees not to plead or claim in any such
court that any such action or proceeding brought in any such court has been
brought in an inconvenient forum.

     13.9  Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same agreement. A set of counterparts
executed by all the parties hereto shall be lodged with the Borrowers and the
Administrative Agent.

     13.10 Effectiveness. This Agreement shall become effective on the date (the
"Effective Date") on which each Borrower and each of the Lenders shall have
signed a copy hereof (whether the same or different copies) and shall have
delivered the same to the Administrative Agent at the Notice Office of the
Administrative Agent or, in the case of the Lenders, shall have given to the
Administrative Agent telephonic (confirmed in writing), written telex or
facsimile transmission notice (actually received) at such office that the same
has been signed and mailed to it.

     13.11 Headings Descriptive. The headings of the several sections and other
portions of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.

     13.12 Amendment or Waiver. (a) Neither this Agreement nor any terms hereof
or thereof may be amended, changed, waived, discharged or terminated unless such
amendment, change, waiver, discharge or termination is in writing signed by the
Borrowers and (w) the Required Revolving Lenders, if it affects only the
Revolving Commitments and/or the Revolving Loans, (x) the Required Term Lenders,
if it affects only the Term Commitments and/or the Term Loans, or (z) in all
other cases, the Required Lenders, provided that no such change, waiver,
discharge or termination shall, without the consent of each Lender (other than a
Defaulting Lender) affected thereby,

               (i)   change the amount or time of payment of the Scheduled
Repayments provided for in section 5.2(a), extend any maturity date provided for
herein applicable to a Loan or a Commitment, reduce the rate or extend the time
of payment of interest (other than as a result of waiving the applicability of
any post-default increase in interest rates) or Fees thereon, or reduce the
principal amount thereof, increase the Commitment of any Lender over the amount
thereof then in effect (it being understood that a waiver of any Default or
Event of Default shall not constitute a change in the terms of any Commitment of
any Lender) or extend the Interest Period with respect to Eurocurrency Loans
beyond a six month period,

               (ii)  release any Borrower from any obligations as a guarantor of
its Subsidiaries' obligations under any Credit Document (including without
limitation under sections 3.6 and 12),

               (iii) release any Credit Party from any Subsidiary Guaranty,
except in connection with a transaction permitted by section 9.2(d),

               (iv)  release all or any substantial portion of the Collateral,
except in connection with a transaction permitted by section 9.2(d),

               (v)   change the definition of the term "Change of Control" or
any of the provisions of section 4.3 or 5.2 which are applicable upon a Change
of Control,

               (vi)  amend, modify or waive any provision of this section 13.12,
or section 11.7, 13.1, 13.4, 13.6 or 13.7(b), or any other provision of any of
the Credit Documents pursuant to which the consent or approval of all Lenders is
by the terms of such provision explicitly required,

               (vii) reduce the percentage specified in, or otherwise modify,
the definition of Required Term Lenders, Required Revolving Lenders or Required
Lenders, or

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               (viii) consent to the assignment or transfer by any Borrower of
any of its rights and obligations under this Agreement.

           (b) No provision of section 3 or 11 may be amended without the
consent of (x) any Letter of Credit Issuer adversely affected thereby or (y) the
Administrative Agent, respectively.

           (c) The Administrative Agent and the Collateral Agent will not enter
into any amendment, change, waiver, discharge or termination of any of the other
Credit Documents, except as specifically provided therein or as authorized as
contemplated by a request of the Required Lenders (or all of the Lenders, as to
any matter which, pursuant to this section 13.12, can only be effectuated with
the consent of all Lenders).

           (d) Any waiver or consent shall be effective only in the specific
instance and for the specific purpose for which it was given. Any amendment,
modification, termination, waiver or consent effected in accordance with this
section 13.12 shall be binding upon each Lender at the time outstanding, each
future Lender and, if signed by the Borrowers, on the Borrowers. For purposes of
this section 13.12, the Administrative Agent shall have primary responsibility,
together with the Company, for the negotiation, preparation and documentation
relating to any amendment, modification or waiver of this Agreement, any other
Credit Document or any other agreement or document related hereto or thereto
contemplated pursuant to this section 13.12.

     13.13 Survival of Indemnities. All indemnities set forth herein including,
without limitation, in section 2.9, 2.10, 3.5, 5.4, 11.7 or 13.1 shall survive
the execution and delivery of this Agreement and the making and repayment of
Loans.

     13.14 Domicile of Loans. Each Lender may transfer and carry its Loans at,
to or for the account of any branch office, subsidiary or affiliate of such
Lender, provided that the Borrowers shall not be responsible for costs arising
under section 2.9 resulting from any such transfer (other than a transfer
pursuant to section 2.11) to the extent not otherwise applicable to such Lender
prior to such transfer.

     13.15 Confidentiality. Each Lender shall hold all non-public information
obtained pursuant to the requirements of this Agreement in accordance with its
customary procedure for handling confidential information of this nature and in
accordance with safe and sound banking practices. Notwithstanding the foregoing,
any Lender may in any event make disclosures of, and furnish copies of such
information (i) to another Lender; (ii) when reasonably required by any bona
fide transferee or participant in connection with the contemplated transfer of
any Loans or Commitment or participation therein (provided that each such
prospective transferee and/or participant shall execute an agreement for the
benefit of the Borrowers with such prospective transferor Lender and/or
participant containing provisions substantially identical to those contained in
this section 13.15); (iii) to its parent corporation or corporations and its and
their Affiliates, and to its and their auditors and attorneys; (iv) as required
by any applicable law, rule or regulation; and (v) as required or requested by
any governmental agency or representative thereof or pursuant to legal process,
provided that, unless specifically prohibited by applicable law or court order,
each Lender shall notify the Borrowers of any request by any governmental agency
or representative thereof (other than any such request in connection with an
examination of the financial condition of such Lender by such governmental
agency) for disclosure of any such non-public information prior to disclosure of
such information. In no event shall any Lender be obligated or required to
return any materials furnished by or on behalf of the Company or any of its
Subsidiaries. The Borrowers hereby agree that the failure of a Lender to comply
with the provisions of this section 13.15 shall not relieve the Borrowers of any
of the obligations to such Lender under this Agreement and the other Credit
Documents.

     13.16 Lender Register. Each Borrower hereby designates the Administrative
Agent to serve as its agent, solely for purposes of this section 13.16, to
maintain a register (the "Lender Register") on or in which it will record the
names and addresses of the Lenders, and the Commitments from time to time of
each of the Lenders, the Loans made to any Borrower by each of the Lenders and
each repayment and prepayment in respect of the principal amount of such Loans
of each such Lender. Failure to make any such recordation, or (absent manifest
error) any error in such recordation, shall not affect any Borrower's
obligations in respect of such Loans. With respect to any Lender, the transfer
of the Commitment of such Lender and the rights to the principal of, and
interest on, any Loan made pursuant to such Commitment shall not be effective
until such transfer is recorded on the Lender Register maintained by the
Administrative Agent with respect to ownership of such Commitment and Loans and
prior to such recordation all amounts owing to the transferor with respect to
such Commitment and Loans shall remain owing to

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the transferor. The registration of assignment or transfer of all or part
of any Commitments and Loans shall be recorded by the Administrative Agent on
the Lender Register only upon the acceptance by the Administrative Agent of a
properly executed and delivered Assignment Agreement pursuant to section
13.4(c). The Borrowers agree, jointly and severally, to indemnify the
Administrative Agent from and against any and all losses, claims, damages and
liabilities of whatsoever nature which may be imposed on, asserted against or
incurred by the Administrative Agent in performing its duties under this section
13.16, except to the extent attributable to the gross negligence or willful
misconduct of the Administrative Agent. The Lender Register shall be available
for inspection by the Borrowers or any Lender at any reasonable time and from
time to time upon reasonable prior notice.

       13.17   Limitations on Liability of the Letter of Credit Issuers. The
Company assumes all risks of the acts or omissions of any beneficiary or
transferee of any Letter of Credit with respect to its use of such Letters of
Credit. Neither any Letter of Credit Issuer nor any of its officers or directors
shall be liable or responsible for: (a) the use which may be made of any Letter
of Credit or any acts or omissions of any beneficiary or transferee in
connection therewith; (b) the validity, sufficiency or genuineness of documents,
or of any endorsement thereon, even if such documents should prove to be in any
or all respects invalid, insufficient, fraudulent or forged; (c) payment by a
Letter of Credit Issuer against presentation of documents that do not comply
with the terms of a Letter of Credit, including failure of any documents to bear
any reference or adequate reference to such Letter of Credit; or (d) any other
circumstances whatsoever in making or failing to make payment under any Letter
of Credit, except that the Company (or a Subsidiary which is the account party
in respect of the Letter of Credit in question) shall have a claim against a
Letter of Credit Issuer, and a Letter of Credit Issuer shall be liable to the
Company (or such Subsidiary), to the extent of any direct, but not
consequential, damages suffered by the Company (or such Subsidiary) which the
Company (or such Subsidiary) proves were caused by (i) such Letter of Credit
Issuer's willful misconduct or gross negligence in determining whether documents
presented under a Letter of Credit comply with the terms of such Letter of
Credit or (ii) such Letter of Credit Issuer's willful failure to make lawful
payment under any Letter of Credit after the presentation to it of documentation
strictly complying with the terms and conditions of such Letter of Credit. In
furtherance and not in limitation of the foregoing, a Letter of Credit Issuer
may accept documents that appear on their face to be in order, without
responsibility for further investigation.

       13.18   General Limitation of Liability. No claim may be made by any
Borrower, any Lender, the Administrative Agent, any Letter of Credit Issuer or
any other person against the Administrative Agent, any Letter of Credit Issuer,
or any other Lender or the Affiliates, directors, officers, employees, attorneys
or agents of any of them for any damages other than actual compensatory damages
in respect of any claim for breach of contract or any other theory of liability
arising out of or related to the transactions contemplated by this Agreement or
any of the other Credit Documents, or any act, omission or event occurring in
connection therewith; and each of the Borrowers, each Lender, the Administrative
Agent and each Letter of Credit Issuer hereby, to the fullest extent permitted
under applicable law, waives, releases and agrees not to sue or counterclaim
upon any such claim for any special or consequential damages, whether or not
accrued and whether or not known or suspected to exist in its favor.

       13.19   No Duty. All attorneys, accountants, appraisers, consultants and
other professional persons (including the firms or other entities on behalf of
which any such person may act) retained by the Administrative Agent or any
Lender with respect to the transactions contemplated by the Credit Documents
shall have the right to act exclusively in the interest of the Administrative
Agent or such Lender, as the case may be, and shall have no duty of disclosure,
duty of loyalty, duty of care, or other duty or obligation of any type or nature
whatsoever to the Company, to any of its Subsidiaries, or to any other person,
with respect to any matters within the scope of such representation or related
to their activities in connection with such representation.

       13.20   Lenders and Agent Not Fiduciary to Borrower, etc. The
relationship among the Company and its Subsidiaries, on the one hand, and the
Administrative Agent, each Letter of Credit Issuer and the Lenders, on the other
hand, is solely that of debtor and creditor, and the Administrative Agent, each
Letter of Credit Issuer and the Lenders have no fiduciary or other special
relationship with the Company and its Subsidiaries, and no term or provision of
any Credit Document, no course of dealing, no written or oral communication, or
other action, shall be construed so as to deem such relationship to be other
than that of debtor and creditor.

       13.21   Survival of Representations and Warranties. All representations
and warranties herein shall survive the making of Loans and the issuance of
Letters of Credit hereunder, the execution and delivery of this Agreement, the
Notes and the other documents the forms of which are attached as Exhibits
hereto, the issue and delivery of the Notes, any disposition thereof by any
holder thereof, and any investigation made by the Administrative Agent or any
Lender or any other holder of any of the Notes or on its behalf. All statements

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contained in any certificate or other document delivered to the Administrative
Agent or any Lender or any holder of any Notes by or on behalf of the Company or
of its Subsidiaries pursuant hereto or otherwise specifically for use in
connection with the transactions contemplated hereby shall constitute
representations and warranties by the Company hereunder, made as of the
respective dates specified therein or, if no date is specified, as of the
respective dates furnished to the Administrative Agent or any Lender.

       13.22   Judgment Currency. (a) If for the purposes of obtaining judgment
in any court it is necessary to convert a sum due hereunder or under any of the
Notes in any currency (the "Original Currency") into another currency (the
"Other Currency") the parties hereto agree, to the fullest extent that they may
effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the Administrative Agent could
purchase the Original Currency with the Other Currency at the Payment Office on
the second Business Day preceding that on which final judgment is given.

               (b)  The obligation of any Borrower or any other Credit Party in
respect of any sum due in the Original Currency from it to any Lender or the
Administrative Agent hereunder shall, notwithstanding any judgment in any Other
Currency, be discharged only to the extent that on the Business Day following
receipt by such Lender or the Administrative Agent (as the case may be) of any
sum adjudged to be so due in such Other Currency such Lender or the
Administrative Agent (as the case may be) may in accordance with normal banking
procedures purchase U.S. Dollars with such Other Currency; if the amount of the
Original Currency so purchased is less than the sum originally due to such
Lender or the Administrative Agent (as the case may be) in the Original
Currency, such Borrower and/or any other applicable Credit Party agrees, as a
separate obligation and notwithstanding any such judgment, to indemnify such
Lender or the Administrative Agent (as the case may be) against such loss, and
if the amount of the Original Currency so purchased exceeds the sum originally
due to any Lender or the Administrative Agent (as the case may be) in the
Original Currency, such Lender or the Administrative Agent (as the case may be)
agrees to remit to the applicable Borrower or other Credit Party such excess.

      13.23    JURY TRIAL WAIVER. EACH BORROWER, THE ADMINISTRATIVE AGENT AND
               -----------------
EACH OF THE LENDERS WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERS,
ADMINISTRATIVE AGENT AND THE LENDERS, OR ANY THEREOF, ARISING OUT OF, IN
CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG
THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT
OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS
RELATED THERETO.

        [The remainder of this page is intentionally blank; the next page
                             is a signature page.]

                                       92

<PAGE>

         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Agreement to be duly executed and delivered as of the date first above
written.

STONERIDGE, INC.                           NATIONAL CITY BANK,
                                             Individually and as Administrative
                                             Agent, a Joint Lead Arranger and
                                             as Collateral Agent

By: /s/ Kevin P. Bagby                     By: /s/ Patrick M. Pastore
   ----------------------------------         -------------------------------
Name:  Kevin P. Bagby                         Patrick M. Pastore
Title: Vice President and Chief               Senior Vice President
       Financial Officer

DEUTSCHE BANK SECURITIES, INC.,            COMERICA BANK,
  as a Joint Lead Arranger                    as Co-Documentation Agent and as
                                              Lender

By: /s/ William Frauen                     By: /s/ Arden J. Anderson
   ----------------------------------         -------------------------------
Name:  William Frauen                      Name:  Arden J. Anderson
Title: Director                            Title: First Vice President

By: /s/ Doug McDermott
   ----------------------------------
Name:  Doug McDermott
Title: Vice President

PNC BANK, NATIONAL ASSOCATION,             DEUTSCHE BANK TRUST COMPANY
   as a Co-Documentation Agent and          AMERICAS,
   as a Lender                                as a Lender

By: /s/ Joseph G. Moran                    By: /s/ William Archer
   ----------------------------------         -------------------------------
Name:  Joseph G. Moran                     Name:  William Archer
Title: Vice President                      Title: Managing Director

FIFTH THIRD BANK,                          FIRSTAR BANK, NA,
   as a Lender                                as a Lender

By: /s/ James M. Janovsky                  By: /s/ John D. Barrett
   ----------------------------------         -------------------------------
Name:  James M. Janovsky                   Name:  John D. Barrett
Title: Vice President                      Title: Senior Vice President

GENERAL ELECTRIC CAPITAL CORPORATION,
   as a Lender

By: /s/ Craig Reynolds
   ----------------------------------
Name:  Craig Reynolds
Title: Manager, Operations

<PAGE>

================================================================================

================================================================================

                                CREDIT AGREEMENT

                                   dated as of
                                   May 1, 2002

                                      Among

                                STONERIDGE, INC.
                                  as a Borrower

                      Each Foreign Subsidiary that becomes
                              a Borrower hereunder

                     THE LENDING INSTITUTIONS NAMED THEREIN
                                   as Lenders

                               NATIONAL CITY BANK
       as Administrative Agent, a Joint Lead Arranger and Collateral Agent

                          DEUTSCHE BANK SECURITIES INC.
                            as a Joint Lead Arranger

                COMERICA BANK AND PNC BANK, NATIONAL ASSOCIATION,
                         as the Co-Documentation Agents

                         $100,000,000 Revolving Facility
                           $100,000,000 Term Facility

================================================================================

================================================================================

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
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SECTION 1.            DEFINITIONS AND TERMS...........................................................           1

         1.1      Certain Defined Terms...............................................................           1

         1.2      Computation of Time Periods.........................................................          20

         1.3      Accounting Terms....................................................................          20

         1.4      Currency Equivalents................................................................          20

         1.5      Appointment of the Company as Representative .......................................          21

         1.6      Addition of Borrowers ..............................................................          21

SECTION 2.            AMOUNT AND TERMS OF LOANS ......................................................          21

         2.1      Commitments for Loans ..............................................................          21

         2.2      Minimum Borrowing Amounts, etc.; Pro Rata Borrowings ...............................          23

         2.3      Procedures for Borrowing or Disbursements of Funds; Notice of Borrowing ............          23

         2.4      Notes; Loan Accounts ...............................................................          27

         2.5      Conversions.........................................................................          28

         2.6      Interest............................................................................          29

         2.7      Selection and Continuation of Interest Periods......................................          31

         2.8      Increased Costs, Illegality, etc....................................................          32

         2.9      Breakage Compensation...............................................................          33

         2.10     Change of Lending Office; Replacement of Lenders....................................          34

SECTION 3.            LETTERS OF CREDIT...............................................................          34

         3.1      Letters of Credit...................................................................          34

         3.2      Letter of Credit Requests: Notices of Issuance......................................          35

         3.3      Agreement to Repay Letter of Credit Drawings........................................          36

         3.4      Letter of Credit Participations.....................................................          36

         3.5      Increased Costs.....................................................................          38

         3.6      Guaranty of  Letter of Credit Obligations of Other Letter of Credit Obligors .......          38

SECTION 4.            FEES; COMMITMENTS...............................................................          40

         4.1      Fees................................................................................          40

         4.2      Voluntary Termination/Reduction of Commitments .....................................          41

         4.3      Mandatory Adjustments of Commitments, etc ..........................................          42

SECTION 5.            PAYMENTS........................................................................          43

         5.1      Voluntary Prepayments...............................................................          43

         5.2      Scheduled Repayments and Mandatory Prepayments .....................................          44

         5.3      Method and Place of Payment.........................................................          48

         5.4      Net Payments........................................................................          48

SECTION 6.            CONDITIONS PRECEDENT............................................................          50
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         6.1      Conditions Precedent at Closing Date................................................       50

         6.2      Conditions Precedent to All Credit Events...........................................       54

         6.3      First Borrowing by any Foreign Subsidiary Borrower..................................       54

SECTION 7.            REPRESENTATIONS AND WARRANTIES..................................................       55

         7.1      Corporate Status, etc...............................................................       55

         7.2      Subsidiaries........................................................................       55

         7.3      Corporate Power and Authority, etc..................................................       55

         7.4      No Violation........................................................................       56

         7.5      Governmental Approvals..............................................................       56

         7.6      Litigation..........................................................................       56

         7.7      Use of Proceeds; Margin Regulations.................................................       56

         7.8      Financial Statements, etc...........................................................       56

         7.9      No Material Adverse Change..........................................................       57

         7.10     Tax Returns and Payments............................................................       57

         7.11     Title to Properties, etc............................................................       57

         7.12     Lawful Operations, etc..............................................................       58

         7.13     Environmental Matters...............................................................       58

         7.14     Compliance with ERISA...............................................................       58

         7.15     Intellectual Property, etc..........................................................       58

         7.16     Investment Company Act, etc.........................................................       58

         7.17     Existing Indebtedness...............................................................       59

         7.18     Burdensome Contracts; Labor Relations...............................................       59

         7.19     Security Interests..................................................................       59

         7.20     Indenture...........................................................................       59

         7.21     Material Agreements.................................................................       59

         7.22     Insurance...........................................................................       59

         7.23     True and Complete Disclosure........................................................       60

SECTION 8.            AFFIRMATIVE COVENANTS...........................................................       60

         8.1      Reporting Requirements..............................................................       60

         8.2      Books, Records and Inspections......................................................       62

         8.3      Insurance...........................................................................       62

         8.4      Payment of Taxes and Claims.........................................................       63

         8.5      Corporate Franchises................................................................       63

         8.6      Good Repair.........................................................................       63

         8.7      Compliance with Statutes, etc.......................................................       63

</TABLE>

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         8.8      Compliance with Environmental Laws .................................................       64

         8.9      Fiscal Years, Fiscal Quarters ......................................................       65

         8.10     Hedge Agreements, etc ..............................................................       65

         8.11     Certain Subsidiaries to Join in Subsidiary Guaranty ................................       65

         8.12     Additional Security; Further Assurances ............................................       66

         8.13     Casualty and Condemnation ..........................................................       68

         8.14     Landlord/Mortgagee Waivers; Bailee Letters .........................................       68

         8.15     Addition and Deletion of Foreign Subsidiary Borrowers ..............................       68

         8.16     Most Favored Covenant Status .......................................................       69

SECTION 9.            NEGATIVE COVENANTS .............................................................       69

         9.1      Changes in Business ................................................................       69

         9.2      Consolidation, Merger, Acquisitions, Asset Sales, etc ..............................       69

         9.3      Liens ..............................................................................       70

         9.4      Indebtedness .......................................................................       71

         9.5      Advances, Investments, Loans and Guaranty Obligations ..............................       72

         9.6      Dividends, etc .....................................................................       73

         9.7      Leverage Ratio .....................................................................       73

         9.8      Interest Coverage Ratio ............................................................       73

         9.9      Fixed Charge Coverage Ratio ........................................................       74

         9.10     Minimum Consolidated EBITDA ........................................................       74

         9.11     Consolidated Capital Expenditures ..................................................       74

         9.12     Certain Leases .....................................................................       75

         9.13     Limitation on Certain Restrictive Agreements .......................................       75

         9.14     Prepayments and Refinancings of Other Debt, etc ....................................       75

         9.15     Transactions with Affiliates .......................................................       75

         9.16     Public Notes, etc ..................................................................       76

         9.17     Plan Terminations, Minimum Funding, etc ............................................       76

SECTION 10.           EVENTS OF DEFAULT ..............................................................       76

         10.1     Events of Default ..................................................................       76

         10.2     Acceleration, etc ..................................................................       78

         10.3     Application of Liquidation Proceeds ................................................       79

SECTION 11.           THE AGENTS .....................................................................       79

         11.1     Appointments .......................................................................       79

         11.2     Delegation of Duties ...............................................................       80

         11.3     Exculpatory Provisions .............................................................       80
</TABLE>

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         11.4     Reliance by Agents..................................................................       80

         11.5     Notice of Default...................................................................       80

         11.6     Non-Reliance........................................................................       81

         11.7     Indemnification.....................................................................       81

         11.8     The Agents in Their Individual Capacity.............................................       81

         11.9     Successor Agents....................................................................       81

         11.10    Other Agents........................................................................       82

SECTION 12.           GUARANTY BY THE COMPANY.........................................................       82

         12.1     Guaranty of Other Credit Party Obligations..........................................       82

         12.2     Additional Undertaking..............................................................       82

         12.3     Guaranty Unconditional, etc.........................................................       82

         12.4     Company Obligations to Remain in Effect; Restoration................................       83

         12.5     Waiver of Acceptance, etc...........................................................       83

         12.6     Subrogation.........................................................................       83

         12.7     Effect of Stay......................................................................       83

SECTION 13.           MISCELLANEOUS...................................................................       83

         13.1     Payment of Expenses etc.............................................................       83

         13.2     Right of Setoff.....................................................................       85

         13.3     Notices.............................................................................       85

         13.4     Benefit of Agreement................................................................       85

         13.5     No Waiver: Remedies Cumulative......................................................       87

         13.6     Payments Pro Rata...................................................................       87

         13.7     Calculations: Computations..........................................................       87

         13.8     Governing Law; Submission to Jurisdiction; Venue....................................       88

         13.9     Counterparts........................................................................       88

         13.10    Effectiveness.......................................................................       88

         13.11    Headings Descriptive................................................................       88

         13.12    Amendment or Waiver.................................................................       88

         13.13    Survival of Indemnities.............................................................       89

         13.14    Domicile of Loans...................................................................       89

         13.15    Confidentiality.....................................................................       89

         13.16    Lender Register.....................................................................       90

         13.17    Limitations on Liability of the Letter of Credit Issuers............................       90

         13.18    General Limitation of Liability.....................................................       90

         13.19    No Duty.............................................................................       91
</TABLE>

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         13.20    Lenders and Agent Not Fiduciary to Borrower, etc ...................................          91

         13.21    Survival of Representations and Warranties .........................................          91

         13.22    Judgment Currency ..................................................................          91

         13.23    JURY TRIAL WAIVER ..................................................................          91
</TABLE>

                                      -v-

<PAGE>

_______

ANNEX I       -   INFORMATION AS TO SUBSIDIARIES
ANNEX II      -   DESCRIPTION OF EXISTING INDEBTEDNESS
ANNEX III     -   DESCRIPTION OF EXISTING LIENS
ANNEX IV      -   DESCRIPTION OF EXISTING ADVANCES, LOANS, INVESTMENTS AND
                  GUARANTEES
ANNEX V       -   DESCRIPTION OF LETTERS OF CREDIT DEEMED ISSUED UNDER THE
                  CREDIT AGREEMENT
ANNEX VI      -   MATERIAL AGREEMENTS

EXHIBIT A-1   -   FORM OF TERM NOTE
EXHIBIT A-2   -   FORM OF REVOLVING NOTE
EXHIBIT A-3   -   FORM OF SWING LINE NOTE
EXHIBIT B-1   -   FORM OF NOTICE OF BORROWING
EXHIBIT B-2   -   FORM OF NOTICE OF CONVERSION
EXHIBIT B-3   -   FORM OF LETTER OF CREDIT REQUEST

EXHIBIT C-1   -   FORM OF SUBSIDIARY GUARANTY
EXHIBIT C-2   -   FORM OF SECURITY AGREEMENT
EXHIBIT C-3   -   FORM OF COLLATERAL ASSIGNMENT OF PATENTS
EXHIBIT C-4   -   FORM OF COLLATERAL ASSIGNMENT OF TRADEMARKS
EXHIBIT C-5   -   FORM OF PLEDGE AGREEMENT
EXHIBIT C-6   -   FORM OF CLOSING DATE MORTGAGE (Boston Massachusetts)
EXHIBIT C-7   -   FORM OF CLOSING DATE MORTGAGE (Canton, Massachusetts)
EXHIBIT C-8   -   FORM OF CLOSING DATE MORTGAGE (Orwell, Ohio)
EXHIBIT C-9   -   FORM OF CLOSING DATE MORTGAGE (Portland, Indiana)
EXHIBIT C-10  -   FORM OF CLOSING DATE MORTGAGE (Warren, Ohio)
EXHIBIT C-11  -   FORM OF CLOSING DATE MORTGAGE (2650 Whitfield Avenue, Manatee
                    County, Florida)
EXHIBIT C-12  -   FORM OF CLOSING DATE MORTGAGE (320 South Mill Street,
                    Lexington, Ohio)
EXHIBIT C-13  -   FORM OF CLOSING DATE MORTGAGE (345 South Mill Street,
                    Lexington, Ohio)
EXHIBIT C-14  -   FORM OF CLOSING DATE MORTGAGE (7292 26/th/ Court East, Manatee
                    County, Florida)
EXHIBIT C-15  -   FORM OF CLOSING DATE MORTGAGE (7292 26/th/ Court East, Manatee
                    County, Florida)
EXHIBIT C-16  -   FORM OF CLOSING DATE MORTGAGE (Madison Township, Ohio)
EXHIBIT C-17  -   FORM OF LANDLORD WAIVER
EXHIBIT C-18  -   FORM OF MORTGAGEE WAIVER
EXHIBIT C-19  -   FORM OF BAILEE WAIVER

EXHIBIT D     -   FORM OF SOLVENCY CERTIFICATE

EXHIBIT E     -   FORM OF ASSIGNMENT AGREEMENT

EXHIBIT F     -   FORM OF SECTION 5.4(b)(ii) CERTIFICATE

EXHIBIT G     -   ELECTION TO PARTICIPATE

EXHIBIT H     -   ELECTION TO TERMINATE